GENERAL MEETINGS OF SHAREHOLDERS

Information Memorandum for the Ordinary General Meeting

Sample Proxy Statement

Opening, the moment of silence, and the election of the Assembly Presidential Board,
Authorization of the Assembly Presidential Board for signing the minutes of the Annual General Meeting,
Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2021,
Reading the Summary Statement of the Independent Audit Report for the fiscal year 2021,
Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2021,
Acquittal of each member of the Board of Directors of their liabilities for the Company’s activities and transactions in the fiscal year 2021,
Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2022,
Discussion and resolution of the Board’s proposal for no profit distribution for the fiscal year of 2021,
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,
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 2022 in accordance with the Capital Market Law and the Turkish Commercial Code,
Giving information to the General Assembly about the donations and aids made in 2021; 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 2022,
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 2021 in accordance with the CMB regulations,
Closing.

Information Memorandum for the Ordinary General Meeting

Sample Proxy Statement

Minutes of the Annual General Meeting

Invitation for the Ordinary General Assembly Meeting

Opening, the moment of silence and election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the Annual General Meeting,
Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2020,
Reading the Summary Statement of the Independent Auditor’s Report for the fiscal year 2020,
Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2020,
Acquittal of the members of the Board of Directors severally in relation to the Company’s activities and transactions in 2020,
Determination of the remuneration to be paid to the members of the Board of Directors for the fiscal year 2021,
Discussion and approval of the Board of Directors’ proposal for profit distribution and the date of dividend distribution,
Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2021 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations made in 2020; discussion and approval of the upper limit for the donations to be made during the period of 1 January – 31 December 2021,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in 2020 in accordance with the CMB regulations,
On the condition of obtaining the necessary approvals from the Capital Markets Board and the Ministry of Trade; discussion and approval of the amendment of the Article 6 of the Company’s Articles of Association,
Discussion and approval of the amendment of Article 5 of the Internal Directive Regardig the Working Principles and Procedures of the General Assembly of the Company,
Closing.

Invitation for the Ordinary General Assembly Meeting

Opening, the moment of silence and election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the Annual General Meeting,
Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2019,
Reading the Summary Statement of the Independent Auditor’s Report for the fiscal year 2019,
Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2019,
Acquittal of the members of the Board of Directors severally in relation to the Company’s activities and transactions in 2019,
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,
Determination of the remuneration to be paid to the members of the Board of Directors for the year 2020,
Discussion and approval of the Board of Directors’ proposal for no dividend distribution for the fiscal year 2019,
Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2020 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations made in 2019; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2020,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in 2019 in accordance with the CMB regulations,
Discussion and approval of the amendment of the Article 6 of the Company’s Articles of Association, for which the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Trade,
Closing.

Invitation for the Ordinary General Assembly Meeting

Opening, the moment of silence and election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
Reading and discussion of the Annual Report of the Board of Directors for the year 2018,
Reading the Summary Statement of the Independent Audit Report for the fiscal year 2018,
Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2018,
Acquittal of each member of the Board of Directors in relation to the Company’s activities and transactions in 2018,
Determination of the number and the term of office for the members of the Board of Directors and selection of the Board members including the Independent Directors,
Determination of the remuneration to be paid to the members of the Board of Directors for the year 2019,
Discussion and approval of the Board of Directors’ proposal for not distributing the 2018 profit,
Granting authorization to the members of the Board of Directors Genfor performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2019 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations made in 2018; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2019,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in 2018 in accordance with the CMB regulations,
Closing.

Invitation for the Ordinary General Assembly Meeting

Opening, the moment of silence and election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
Review and discussion of the 2017 Annual Report of the Board of Directors,
Review of the Summary Statement of the Independent Audit Report for the fiscal year 2017,
Review, discussion and approval of the Consolidated Financial Statements for the fiscal year 2017,
Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2017,
Determination of the number and tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
Determination of the remuneration for the members of the Board of Directors for the year 2018,
Discussion and approval of the Board of Directors’ proposal for not distributing 2017 profit,
Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2018 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations and aids made in 2017; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2018,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in 2017 in accordance with the CMB regulations,
Closing.

Answers to Questions Posed at the Ordinary General Assembly Meeting

Opening, the moment of silence and election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
Review and discussion of the 2016 Annual Report of the Board of Directors,
Review of the Summary Statement of the Independent Audit Report for the fiscal year 2016,
Review, discussion and approval of the Consolidated Financial Statements for the fiscal year 2016,
Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2016,
Determination of the number and the tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
Determination of the remuneration for the members of the Board of Directors for the year 2017,
Informing the General Assembly about the Board’s resolution that profit cannot be distributed for the year 2016 due to accumulated losses from previous years,
Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2017 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations and aids made in 2016; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2017,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in 2016 in accordance with the CMB regulations,
Closing.

Invitation for the Ordinary General Assembly Meeting

Opening, the moment of silence and the election of the Presidential Board,
Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
Review and discussion of the 2015 Annual Report of the Board of Directors,
Review of the Summary Statement of the Independent Audit Report for the fiscal year 2015,
Review, discussion and approval of the Consolidated Financial Statements for the fiscal year 2015,
Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2015,
Determination of the number and the tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
Determination of the remuneration for the members of the Board of Directors for the year 2016,
Informing the General Assembly about the Board’s resolution that profit cannot be distributed for the year 2015 due to accumulated losses from previous years,
Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2016 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about the donations and aids made in 2015; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2016,
Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties and the income and benefits generated therefrom in accordance with the CMB regulations,
Discussion and approval of the amendment of the following articles of the Company’s Articles of Association provided that the necessary approvals are obtained from the Ministry of Customs and Trade and the CMB prior to the date of the General Assembly:
- The Article 3 of the Articles of Association titled “Purpose and Subject” will be amended to include design development among the Company’s fields of activity,
- The Article 4 of the Articles of Association titled “Company’s Head Office and Branches” will be amended to incorporate the new address of the Company’s headquarters,
- The Article 6 of the Articles of Association titled “Company’s Share Capital and Kind of Share Certificates” will be amended to extend the duration of the existing registered capital ceiling, which is valid until the end of 2016 by another 5 years to the end of 2020 without making any change in the level of the ceiling.
Closing.

Invitation for the Ordinary General Assembly Meeting

The 2014 Ordinary General Assembly Meeting of our Company will be held to discuss the following agenda items at the address of Zorlu Center, 34340 Beşiktaş/ISTANBUL on 27 April 2015 at 10:30 a.m.

Opening, the moment of silence and the election of the Presidential Board,
Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
Review and discussion of the 2014 Annual Report of the Board of Directors,
Review and discussion of the Summary Independent Audit Report for the fiscal year 2014,
Review, discussion and approval of the Consolidated Financial Statements for the fiscal year 2014,
Acquittal of the members of the Board of Directors regarding their activities and transactions held in 2014,
Determination of the number and the duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the independent Directors,
Determination of the remuneration for the members of the Board of Directors for the year 2015,
Informing the General Assembly about the Board’s proposal to not pay any dividends for the year 2014 due to accumulated losses from previous years,
Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code,
Discussion and approval of the Board’s proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2015 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Assembly about donations and aids made in 2014; discussion and approval of the upper limit for donations to be made in 2015 starting from the beginning of 2015,
Informing the General Assembly about the sureties, pledges and mortgages granted by the Company to third parties as per the CMB regulations, and the revenues and benefits generated accordingly,
Closing.

Opening, silence and election of the Presidential Board
Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting;
Reading the Annual Report of the Board of Directors and Auditor’s Report for fiscal year 2011,
Reading, the Summary Report of the Independent External Auditor for fiscal year 2011,
Reading, discussing and accepting the Balance Sheet and Income Statement for the fiscal 2011
Acquitting the members of the Board of Directors separately for activities and operations in 2011
Acquitting the Auditors separately for activities and operations in 2011;
Determination of the number and duty periods of the members of the Board of Directors, election of the members of the Board of Directors, appointment of the Independent members of the Board of Directors,
Determination of the number and duty periods of Auditors and their election,
Determination of the attendance fees to be paid to the members of the Board of Directors in 2012,
Determination of the remuneration to be paid to the Auditors in 2012,
Providing information on the Profit/Loss
Informing the shareholders about the profit distribution policy of the Company in 2012 and subsequent years according to the Corporate Governance Principles,
Discussion and approval of the selection of the independent external audit company made by the Board of Directors pursuant to the Capital Markets Board communiqué on Independent Auditing Standards in Capital Markets,
Informing the shareholders on the “Remuneration Policy” for the members of the Board of Directors and executive managers of the Company according to the Corporate Governance Principles,
Authorizing the controlling shareholders, the executive managers of the company and their spouses and second degree relatives (by blood or marriage) to perform transactions, to compete with the Company or its affiliates that may constitute a conflict of interest; taking the resolution of authorizing the members of the Board of Directors to carry out operations within or out of the engagement of the Company in person or on behalf of others and to participate in companies carrying such operations and to carry out other operations according to Articles 334 and 335 of the Turkish Trade Act,
Informing the general Assembly on donation and charities given in 2011,
Submitting the Donation and Charity Policy of the Company prepared as per Corporate Governance Principles, to the approval of the General Assembly,
Within the frame of the Capital Markets Board regulations, informing the shareholders on the guarantees, pledges and mortgages given in favour of 3RD parties and the income or benefit obtained therefrom,
Discussing and resolving the subject of amending articles 3, 6, 12, 17, 21, 31, 35, 36, 37 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade before the General Assembly date,
Informing the shareholders on related party transactions performed within the year,
Wishes and closing.

The Ordinary General Assembly Meeting of our Company is going to be held on 22.04.2014 at 10:00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

Opening, the moment of silence and the election of the Presidential Board,
Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
Reading and discussing the 2013 Annual Report of the Board of Directors,
Reading and discussing the Independent External Auditors’ Report for the fiscal year 2013,
Reading, discussing and approving the Financial Statements for the fiscal year 2013,
Acquittal of each of the members of the Board of Directors regarding their activities and transactions held in 2013,
Determination of the number and the duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the independent members,
Determination of remuneration for the members of the Board of Directors in 2014,
Informing the General Meeting regarding the loss reported in 2013,
Discussing and approving the “Profit Distribution Policy” of the Company ,
Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code ,
Discussing and approving the selection of the independent external auditor for the auditing of Company’s accounts and transactions for the fiscal year 2014 in accordance with the Capital Market Law and the Turkish Commercial Code,
Informing the General Meeting about donations and aids made in 2013; discussion and approval of the upper limit for donations to be made in 2014 starting from the begining of 2014,
Informing the General Meeting about securities, pledges and mortgages granted by the Company as per the CMB regulations to any third party,and the revenues and benefits acquired accordingly,
Discussing and resolving the subject of amending the article 12 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade prior to the General Assembly date,
Informing the General Meeting about the remuneration criteria of Board of Directors and executive managers in accordance with the Capital Markets Board’s Corpote Governance Principles,
Closing.

The Ordinary General Assembly Meeting of our Company is going to be held on 05.06.2013 at 10.00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

Opening, the Moment of Silence and the election of the Presidential Board,
Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
Reading and discussing the 2012 Annual Report of the Board of Directors,
Reading the Auditor’s Report for the fiscal year 2012,
Reading and discussing the Independent External Auditors’ summary report for the fiscal year 2012,
Reading, discussing and approving the Financial Tables for the fiscal year 2012 ,
Acquittal of each of the members of the Board of Directors regarding their activities and transactions held in 2012,
Acquittal of the Auditors regarding their activities and transactions held in 2012,
Determination of the number and duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the Independent members of the Board of Directors,
Determination of remuneration for the members of the Board of Directors in 2013,
Informing the General Meeting regarding the loss in 2012,
Discussing and approving the “Profit Distribution Policy” of the Company as per the Corporate Governance Principles,
Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code to engage in businesses by themselves or on behalf of others regardless of whether the Company engages in such operations or not and to participate in such companies and to perform other transactions,
Informing the General Meeting about the transactions of controlling shareholders, executive managers and their spouses and second degree relatives (by blood or marriage in compliance with the article 1.3.7 of CMB’s Corporate Governance Principles,
Informing the General Meeting about donations and aids made in 2012; discussion and decree of the upper limit for donations to be made in 2013; discussion and approval of the donations made from the beginning of 2013 till the date of General Meeting,
Informing the General Meeting about securities, pledges and mortgages granted by the Company as per the CMB regulations to any third party, and the revenues and benefits acquired accordingly,
Informing the General Meeting about the related party transactions performed in 2012,
Discussing and resolving the subject of amending articles 3., 4., 6., 12., 13., 15., 16., 17., 19., 21., 22., 23., 24., 26., 27., 28., 29 and withdrawing articles 14., 20., 34., 38 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade prior to the General Assembly date,
Closing

The Extraordinary General Assembly Meeting of our Company is going to be held on 27.03.2013 at 10.00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL

Opening, homage and election of the Meeting Chair;
Authorization of the Meeting Chair to sign the minutes of the Extraordinary General Meeting;
Discussion and approval of the selection of the independent external auditing firm for the audit of the Company's accounts and transactions for 2013 in accordance with the Capital Markets Law and applicable regulations as well as the Turkish Commercial Act;
Approval of the "Internal Directive on Working Principles and Procedures for General Meetings" drafted pursuant to the Regulations published in the Official Gazette of November 28, 2012 on the Principles and Procedures for General Meetings of Joint-Stock Companies and Presence of Ministry of Customs and Trade Representatives at Such Meetings;
Closing.

Minutes of Extraordinary General Meeting

The Extraordinary General Assembly Meeting of our Company is going to be held on 26.12.2012 at 11.00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

Opening, silence and election of the Presidential Board,
Authorization of the Presidential Board to sign the minutes of the General Meeting,
Submission of the merger of our Group company Vestel Dijital Üretim Sanayi A.Ş. with Vestel Elektronik Sanayi ve Ticaret A.Ş. by takeover of all the current assets and liabilities as a whole as of June 30th, 2012 in accordance with the provisions of the Communiqué on Principles Regarding Merger Proceedings Serial: I No: 31 of the Capital Markets Board, Turkish Commercial Code § 136 et seq. and Corporate Tax Law § 18, 19 and 20 and in this context the Merger Agreement and merger procedure as per the authorization granted by the Capital Markets Board to that effect, to the approval of the General Assembly,
Submission of the independently audited financial statements of June 30th, 2012, serving basis for the merger, which were presented to the Capital Markets Board related to the takeover of Vestel Dijital Üretim Sanayi A.Ş. by Vestel Elektronik Sanayi ve Ticaret A.Ş. by dissolution without liquidation, free of taxes, including all assets and liabilities, in accordance with the Turkish Commercial Code, Corporate Tax Law, Capital Markets Law and other applicable regulations, to the approval of the General Assembly,
Negotiation and determination of the amendment to Articles 3., 11., 12. and 21. of the Articles of Association,
Wishes and closing.

The Ordinary General Assembly Meeting of our Company is going to be held on 19.06.2012 at 10.00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

Opening, silence and election of the Presidential Board
Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting;
Reading the Annual Report of the Board of Directors and Auditor’s Report for fiscal year 2011,
Reading, the Summary Report of the Independent External Auditor for fiscal year 2011,
Reading, discussing and accepting the Balance Sheet and Income Statement for the fiscal 2011
Acquitting the members of the Board of Directors separately for activities and operations in 2011
Acquitting the Auditors separately for activities and operations in 2011;
Determination of the number and duty periods of the members of the Board of Directors, election of the members of the Board of Directors, appointment of the Independent members of the Board of Directors,
Determination of the number and duty periods of Auditors and their election,
Determination of the attendance fees to be paid to the members of the Board of Directors in 2012,
Determination of the remuneration to be paid to the Auditors in 2012,
Providing information on the Profit/Loss
Informing the shareholders about the profit distribution policy of the Company in 2012 and subsequent years according to the Corporate Governance Principles,
Discussion and approval of the selection of the independent external audit company made by the Board of Directors pursuant to the Capital Markets Board communiqué on Independent Auditing Standards in Capital Markets,
Informing the shareholders on the “Remuneration Policy” for the members of the Board of Directors and executive managers of the Company according to the Corporate Governance Principles,
Authorizing the controlling shareholders, the executive managers of the company and their spouses and second degree relatives (by blood or marriage) to perform transactions, to compete with the Company or its affiliates that may constitute a conflict of interest; taking the resolution of authorizing the members of the Board of Directors to carry out operations within or out of the engagement of the Company in person or on behalf of others and to participate in companies carrying such operations and to carry out other operations according to Articles 334 and 335 of the Turkish Trade Act,
Informing the general Assembly on donation and charities given in 2011,
Submitting the Donation and Charity Policy of the Company prepared as per Corporate Governance Principles, to the approval of the General Assembly,
Within the frame of the Capital Markets Board regulations, informing the shareholders on the guarantees, pledges and mortgages given in favour of 3RD parties and the income or benefit obtained therefrom,
Discussing and resolving the subject of amending articles 3, 6, 12, 17, 21, 31, 35, 36, 37 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade before the General Assembly date,
Informing the shareholders on related party transactions performed within the year,
Wishes and closing.

List of Attendees to the General Assembly

Opening, moment of silence and election of the Court
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Annual Report and Auditor's Report on the activities and accounts of the year of 2010.
Reading of the Independent External Auditing Report relating to the fiscal year 2010.
Review, discussion and approval of the financial statements relating to the fiscal year 2010.
Deciding upon the matter of discharging of the members of the Board of Directors from their responsibilities for the activities of the year of 2010.
Deciding upon the matter of discharging of the members of the auditors from their responsibilities for the activities of the year of 2010.
Determination of the number of members and term of office of the Board of Directors, and holding an election.
Determination of the number of members and term of office of the Auditors and holding an election.
Determination of the fees of the members of the Board of Directors for the fiscal year 2011.
Determination of the fees of the members of the Auditors for the fiscal year 2011.
Discussions on proposal of the Board of Directors related to no profit distribution and submission of this for approval.
Approval of the election of the Independent Audit Firm selected by the Board of Directors for the fiscal year 2011.
Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
Presentation of information on donations being made within the year in accordance with the Decision of the Capital Markets Board dated 05.06.2003 and numbered 29/666
Presentation of information on guarantees, pledges and mortgages provided by the Company to the third parties and the derived income in accordance with the Decision of the Capital Markets Board dated 09.09.2009 and numbered 28/780.
With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 3rd and 12th clause in the Company's Articles of Association.
Wishes and closing.

List of Attendees to the General Assembly

Opening, moment of silence and election of the Court
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Annual Report and Auditor's Report on the activities and accounts of the year of 2009.
Reading of the Independent External Auditing Report.
Review, discussion and approval of the financial statements relating to the fiscal year 2009.
Deciding upon the matter of discharging of the members of the Board of Directors from their responsibilities for the activities of the year of 2009.
Deciding upon the matter of discharging of the members of the auditors from their responsibilities for the activities of the year of 2009.
Determination of the number of members of the Board of Directors and holding an election.
Determination of the number of members of the Auditors and holding an election.
Determination of the fees of the members of the Board of Directors.
Determination of the fees of the members of the Auditors.
Discussions on proposal of the Board of Directors related to no profit distribution and submission of this for approval.
Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2010.
Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
Presentation of information on donations being made within the year in.
Presentation of information on guarantees, pledges and mortgages provided by the Company to the third parties and the derived income in accordance with the Decision of the Capital Markets Board dated 09/09/2009 and numbered 28/780.
Presentation of Revised Public Disclosure Policy.
With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 3th and 34th clause and cancellation of the temporary article in the Company's Articles of Association.
Wishes and closing.

List of Attendees to the General Assembly

General Shareholder's Meeting Information Note

Opening and moment of silence.
Election of the Court.
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2008.
Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
Reading of the Auditor's Report and the Independent External Auditing Report.
Deliberations on reports and financial statements and acceptance of them, separately.
Discussions on proposal of the Board of Directors related to no profit distribution and submission of this for approval.
Presentation of the dividend distribution policy in line with CMB's Corporate Governance guidelines.
Approval of new Board Member who was assigned in accordance with the article 315 of Turkish Commercial Code in order to replace the resigned board member.
Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2008.
Determination of the number of members of the Board of Directors and holding an election.
Determination of the number of members of the Auditors and holding an election.
Determination of the fees of the members of the Board of Directors.
Determination of the fees of the members of the Auditors.
Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2009.
Presentation of information on donations being made within the year in accordance with the resolution of the CMB Serial: IV and Number:27 notice's clause 7/b.
Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 6th clause in the Companys Articles of Association,
Wishes and closing.

List of Attendees to the General Assembly 2008

Opening and moment of silence.
Election of the Court.
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2007.
Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
Reading of the Auditor's Report and the Independent External Auditing Report.
Deliberations on reports and financial statements and acceptance of them, separately.
Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
Presentation of the dividend distribution policy in line with CMB's Corporate Governance guidelines.
Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2007.
Determination of the number of members of the Board of Directors and holding an election.
Determination of the number of members of the Auditors and holding an election.
Determination of the fees of the members of the Board of Directors.
Determination of the fees of the members of the Auditors.
Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2008.
Presentation of information on donations being made within the year in accordance with the resolution of the CMB Serial: IV and Number:27 notice's clause 7/b.
Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 6th clause in the Company's Articles of Association,
Wishes and closing.

List of Attendees to the General Assembly 2007

Opening and moment of silence.
Election of the Court.
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2006.
Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
Reading of the Auditor's Report and the Independent External Auditing Reports.
Deliberations on reports and financial statements and acceptance of them, separately.
Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
Presentation of information on the dividend distribution policy for 2007 and the following years in line with CMB's Corporate Governance guidelines.
Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2006.
Determination of the number of members of the Board of Directors and holding an election.
Determination of the number of members of the Auditors and holding an election.
Determination of the fees of the members of the Board of Directors.
Determination of the fees of the members of the Auditors.
Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2007.
Presentation of information on donations being made within the year in accordance with the resolution dated 05.06.2003 and no. 29/666 of the Capital Markets Board.
Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
Wishes and closing.

List of Attendees to the General Assembly 2006

General Shareholder's Meeting Information Note

List of Attendees to the General Assembly 2005

Opening and moment of silence.
Election of the Court.
Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2005.
Reading of the financial statement drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
Reading of the Auditor's Report and the Independent External Auditing Report.
Deliberations on reports and financial statements and acceptance of them, separately.
Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
Deciding upon the particularity of discharging of the members of the Board of Directors from their responsibilities for their activities for the year of 2005.
Deciding upon the subject of discharging of the auditors from their responsibilities for their activities for the year of 2005.
Determination of the number of members of the Board of Directors for the year of 2006 and holding an election.
Determination of the number of Auditors for the year of 2006 and holding an election.
Ascertainment of the fees of the members of the Board of Directors for the year of 2006.
Designation of the fees of the Auditors for the year of 2006.
Approval of the election of the Independent Auditing Organization selected by the Board of Directors.
Presentation of information to the General Assembly on donations made within the year in accordance with the resolution dated 05.06.2003 and no. 29/666 of the Capital Markets Board.
Resolution procurement regarding the particularity of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
Discussions and adjudication on the matter of making an amendment in the article 6.of the articles of association of the company being permitted by the Capital Markets Board and the Ministry of Industry and Trade.
Wishes and closing.

General Shareholder's Meeting Information Form

List of Attendees to the General Assembly 2004

Opening and Moment of Silence.
Election of the Court.
Authorization of the Court to sign the Minute Book of the General Shareholders' Meeting on behalf of the general assembly.
Reading of the Annual Report of the Board of Directors with respect to the activities and accounts of the year of 2004.
Reading of the financial statements prepared according to the communiqué No. SPK XI-20 and 21.
Reading of the Audit Report and Independent External Auditing Report.
Deliberations on reports and financial statements and acceptance of them separately.
Discussion on the offer of the Board of Directors concerning the distribution profits and submission for approval.
Deciding on the subject of discharge of the Board Members from responsibilities on account of the activities for the year of 2004.
Deciding on the subject of discharge of the audits on account of the activities for the year of 2004.
Determination of the membership number of the Board of Directors for the year of 2005 and holding an election.
Determination of the number of Audits for the year 2005 and holding an election.
Ascertainment of the fees of the members of the Board of Directors for the year of 2005.
Designation of the fees of the Audits for the year of 2005.
Approval of the election of the Independent Auditing Facility elected by the Board of Directors.
Presentation of information to the general assembly concerning the donations made during the course of the year in accordance with the resolution of the CMB (Capital Markets Board) (SPK) dated 05.06.2003 and no. 29/666.
Decision procurement on the subject of vesting the Board Members with the power and permission written in the articles no. 334 and 335 of the Turkish Commercial Code.
Discussion and settlement of the subjects effecting a change in the articles no. 3, 6, 12, 13, 14, 16, 17, 18, 19, 21, 23, 26 and 28 of the articles of association permitted by the CMB and the Ministry of Industry and Trade, addition of the articles no. 34, 35, 36, 37 and some provisional clauses to the articles of association and removal of the article no. 10. from the articles of association.
Wishes and closing.

The Board of Directors of the Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi (Vestel Electronics Industry and Trading Corporation) has assembled at the company headquarters under the chairmanship of Mr. Ahmet Nazif Zorlu, and subsequent deliberations on the subject being on the agenda the following resolutions have been carried:

It has been decided unanimously that,

The Regular General Shareholders' Meeting of our Company regarding the operating year of 2003 to be hold at the address of Zorlu Plaza, Ambarlı Petrol Ofisi Dolum Tesisleri Yolu Avcılar/İSTANBUL at 10:30 hours on the date of 07/06/2004 to discuss the agenda matters written below,
The meeting day, its agenda, place, and time to be promulgated to the shareholders through newspaper advertisements and the Chairman of the Board of Directors to be authorized in this respect,
The necessary notices to be given to the Provincial Directorate of the Ministry of Industry and Trade of the Republic of Turkey and the Chairmanship of İstanbul Stock Exchange,
Principles regarding voting by proxy to be applied within the framework of the provisions specified in the communiqué serial IV No: 8 being published in the official gazette dated 09/03/1994 and no. 21872 of the Capital Markets Board, and
While, the meeting agenda to be appointed in the form hereinafter set forth.
- Opening and moment of silence,
- Election of the court,
- Authorization of the Court to sign the Minute Book of the General Shareholders' Meeting on behalf of the general assembly.
- Reading of the Annual Report of the Board of Directors with respect to the activities and accounts of the year of 2003.
- Reading of the consolidated financial statements in accordance with the communiqué No. SPK XI-21.
- Reading of the Audit Report and Independent External Auditing Report.
- Deliberations on reports and financial statements and acceptance of them separately.
- Discussion on the offer of the Board of Directors concerning the distribution of profits.
- Deciding on the subject of discharge of the Board Members from responsibilities on account of the activities for the year of 2003.
- Deciding on the subject of discharge of the audits on account of the activities for the year of 2003.
- Determination of the membership number of the Board of Directors for the year of 2004 and holding an election.
- Determination of the number of Audits for the year of 2004 and holding an election.
- Ascertainment of the fees of the Members of the Board of Directors for the year of 2004.
- Designation of the fees of the Audits for the year of 2004.
- Approval of the election of the Independent Auditing Facility Arılar Bağımsız Denetleme A.Ş. (Arılar Independent Auditing Corporation) elected by the Board of Directors.
- Presentation of information to the general assembly concerning the donations made during the course of the year in accordance with the resolution of the CMB (Capital Markets Board) (SPK) dated 05.06.2003 and no. 29/666.
- Decision procurement on the subject of vesting the Board members with the power and permission written in the articles no. 334 and 335 of the Turkish Commercial Code.
- Wishes and closing.