Vestel Elektronik

Vestel reports approximately 16,000 employees across 31 group companies, including 16 outside Turkiye. In May 2024, it reported more than 600 recurring ODM customers, sales operations in more than 160 countries and 35 owned and licensed brands; the vast majority of production took place at the 1.3 million square metre Vestel City complex.S1S15S16S17

Q1 2026 revenue was 48% Turkiye, 44% Europe and 8% other markets. Household appliances represented 65% of revenue, declined 54% year on year and generated an 11.1% gross margin; consumer, mobility electronics and other activities represented 35%, declined 37% and generated a 16.6% gross margin.S18S19

The May 2024 listing particulars identified Vestel Ticaret A.S. and Vestel Mobilite Sanayi ve Ticaret A.S. as guarantors of the 2029 notes and treated Vestel Beyaz Esya Sanayi ve Ticaret A.S. as a non-guarantor subsidiary for the non-guarantor debt-ratio covenant. Under those terms, a non-guarantor Restricted Subsidiary representing at least 7.5% of consolidated assets or EBITDA must deliver an additional guarantee within 90 days, subject to the stated legal limitations.S20S21

At 31 March 2026, Vestel reported TRY48.474 billion (approximately USD1.092 billion) of short-term financial liabilities and TRY46.471 billion (approximately USD1.047 billion) of long-term financial liabilities, totaling TRY94.945 billion (approximately USD2.139 billion) before separately reported other financial liabilities. Financial debt comprised 72% bank loans, 24% Eurobond, 2% corporate bonds and 2% lease liabilities.S8S27S28

The 37.71% Quotrix indication at 11:55:38 on 16 July 2026 was an illiquid screen quote, not an executed trade or exchange close.S14

The May 2024 terms are governed by English law and provide for exclusive contractual jurisdiction of the High Court of Justice in London, without limiting the Trustee from proceeding in another competent jurisdiction. BNY Mellon Corporate Trustee Services Limited is named as Trustee; The Bank of New York Mellon, London Branch as Principal Paying Agent; and The Bank of New York Mellon SA/NV, Dublin Branch as Registrar and Transfer Agent.S30S31

The terms provide no contractual grace period for principal or premium, a 30-day grace period for interest or additional amounts, and 60 days after Trustee notice for a remediable breach of another obligation. The cross-acceleration threshold is more than USD35 million individually or in aggregate. The Trustee is not required to institute enforcement proceedings unless requested by holders of at least 25% of outstanding principal or directed by an Extraordinary Resolution and indemnified, prefunded or secured to its satisfaction.S32S33S34

The issuer call price is 104.875% through 14 May 2027, 102.438% from 15 May 2027 through 14 May 2028 and par thereafter to maturity, in each case plus accrued interest. A qualifying change of control gives holders a put at 101% plus accrued interest.S35S36

Ordinary meeting quorum is more than 50% of outstanding principal and any principal amount when adjourned. Reserved Matters require two-thirds initially and one-third when adjourned. Electronic Consent requires a majority of outstanding principal. A written resolution requires all eligible holders or, after at least 21 days notice, holders of at least 75% of outstanding principal.S37S38

A non-guarantor Restricted Subsidiary representing at least 7.5% of consolidated assets or EBITDA must deliver an additional guarantee within 90 days, subject to the stated legal limitations.S21

FY2024 and FY2025 figures are IAS 29-adjusted and expressed in Turkish-lira purchasing power at 31 December 2025; Q1 2026 figures are expressed in purchasing power at 31 March 2026. Vestel's EBITDA measure excludes other operating income and expense.S39S40S41S42

Q1 2026 operating cash flow was negative TRY4.982 billion (approximately USD112.2 million). Working-capital changes contributed TRY1.076 billion, including a negative TRY4.411 billion movement in trade payables. At 31 March 2026, financial debt was 39% USD, 31% EUR, 26% TRY and 4% other; the reported net FX liability was TRY37.061 billion / USD835 million and TRY19.044 billion / USD429 million after inventory adjustment.S8S10S43S44S45