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Vestel Elektronik (VESD)

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Monday 09 May, 2005

Vestel Elektronik

Notice of AGM

Vestel Elektronik Sanayi Ve Ticaret
09 May 2005


                                                 09.05.2005


VESTEL ELEKTRONIK SANAYI VE TICARET A.S.

GENERAL ASSEMBLY MEETING


The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Sirketi
convened with Ahmet Nazif Zorlu presiding and after deliberating the items on
the agenda came to the following decisions.


It is unanimously resolved:

1. The ordinary general meeting for our company's activities in 2004 will be
held at the address of Zorlu Plaza Ambarly, Avcylar-Ystanbul at 10:30 a.m. on 30
May 2005 to discuss the items on the agenda given below.

2. The date, agenda, location, and time of the meeting are to be announced to
shareholders by means of newspaper announcements; the Board of Directors is
authorized to take action on this matter.

3. The Ministry of Industry and Commerce Provincial Directorate and the Office
of the President of the Ystanbul Stock Exchange are to be notified of the
meeting as required.

4. Principles concerning proxy voting will be governed by the provisions
stipulated in Capital Market Board communique IV:8 published in issue 21872 of
Resmi Gazete on 9 March 1994.

5. The agenda for the meeting is as follows:

Agenda

1. Opening and moment of silence

2. Election of the presiding committee

3. Authorizing the presiding committee to sign the minutes of the meeting on
behalf of the general assembly of shareholders

4. Reading the Board of Directors report concerning activities and accounts in
2004

5. Reading the consolidated financial statements prepared in accordance with CMB
communique XI: 20-21

6. Reading the statutory auditors' report and the independent auditor's report

7. Deliberating the reports and financial statements and individually approving
each

8. Deliberating and approving the Board of Directors' proposal concerning the
distribution of profits

9. Acquitting the members of the Board of Directors of their fiduciary
responsibilities for activities in 2004

10. Acquitting the statutory auditors of their fiduciary responsibilities for
activities in 2004

11. Determining the number of Board of Directors members for 2005 and electing
them

12. Determining the number of statutory auditors for 2005 and electing them

13. Determining the fees to be paid to members of the Board of Directors in 2005

14. Determining the fees to be paid to the statutory auditors in 2005

15. Approving the independent auditors chosen by the Board of Directors

16. As required by CMB resolution 29/666 dated 5 June 2003, informing the
general assembly of shareholders about charitable donations made during the year

17. Granting the members of the Board of Directors the authorities and
permissions stipulated in articles 334 and 335 of the Turkish Commercial Law

18) Pursuant to CMB and Ministry of Industry and Commerce authorizations,
deliberating and deciding on the amendment of articles 3, 6, 12, 13,14, 16, 17,
18, 19, 21, 23, 26, and 28 of the company's articles of incorporation; the
addition of interim articles 34, 35, 36, 37, and 38; the repeal of article 10.

19. Petitions and closing.



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