Date: November 17,2023
In accordance with the Corporate Governance Principles of the Capital Markets Board (CMB) in Turkey, SAHA Corporate Governance and Credit Rating Services Inc. (SAHA Inc.), a credit rating agency authorized to conduct ratings, has confirmed that our company's corporate governance rating is 9.38 (93.80%).
According to Corporate Governance Principles of the CMB, the weighted sub-categories are “Shareholders: 25%”, “Public Disclosure and Transparency: 25%”, “Stakeholders: 15%”, “Board of Directors: 35%” the breakdown of the corporate governance rating graded as 9.38 by sub-categories are stated as "89.34", "95.05", "98.33" and "94.14" respectively.
As a result of rating process which is based on The Corporate Governance Principles, SAHA Inc. assigned grade as 9.38 which is a significant aspect of our compliance with the principles of The Corporate Governance, the report has been released on our Company’s website www.pinar.com.tr.
Respectfully submitted.
Best Regards,
PINAR ENTEGRE ET VE UN SANAYİİ A.Ş.
Date: November 14,2023
The Administrative Building of Pınar Et İzmir Campus has achieved a significant success in sustainability and environmental responsibility by achieving a 33.7% reduction in energy consumption and a 27% reduction in water consumption. As a result of these efforts, it has been deemed worthy of the LEED Platinum Certification, which is recognized as an international benchmark.
Date: October 9,2023
At our Board of Directors meeting held on October 9, 2023, in accordance with the Capital Markets Board's Corporate Governance Communiqué II-17.1 and the Corporate Governance Principles included therein, the resignation of Mr. Mehmet Aktaş, one of our Board Members, has been accepted. Consequently, Mr. Seçkin Şenol has been appointed to fill the vacant position on the Board of Directors as an Independent Board Member. His membership will be submitted for approval at the first General Assembly meeting.
Date: October 4, 2023
In accordance with the debt instrument issuance limit approved by the Capital Markets Board on 14.09.2023, our company has completed the sale of a 179-day maturity, 105,000,000 nominal value discounted financial bond to qualified investors, without being publicly offered domestically. The transaction was finalized on 28.04.2022, and the settlement took place on 04.10.2023. Ziraat Yatırım Menkul Değerler A.Ş. acted as the intermediary for the transaction.
Yours sincerely,
Date: September 15, 2023
Referring to our disclosure dated 14.04.2023, we would like to inform you that our application for the approval of the issuance document regarding the issuance of debt securities (bonds and/or financial bonds) in Turkish Lira currency, domestically, in one or more tranches, with a total nominal amount not exceeding 800,000,000 TL (Eight Hundred Million Turkish Liras), and with maturities of up to 3 (three) years (including 3 years), to be sold to qualified investors and/or through private placement, it was published in the CMB Weekly Bulletin of the Capital Markets Board dated 14.09.2023 and numbered 2023/54.
We hereby inform you accordingly.
Date: September 12,2023
In accordance with Communiquè II-17.1 of Capital Markets Board; a report is prepared for common and continuous related party transactions which are expected to occur also in 2023 and to reach more than 10% share stated in the Communiquè. The conclusion section of the report with respect to the terms and conditions of the transactions and comparison of them with market conditions, is as follows:
“In accordance with Article 10 of the Capital Markets Board's "Corporate Governance" Communiqué (II.17.1); Since the common and continuous transactions between our Company and its related parties Yaşar Birleşik Pazarlama Turizm ve Ticaret A.Ş and Çamlı Yem Besicilik, Sanayi ve Ticaret A.Ş. in 2022 fiscal period are expected to reach more than 10% share, which is stated in the Communiquè, the conditions of raw material purchasing transactions, the price determination method and the reasons behind the choice of this method are all explained and the state of the transactions against the market conditions were presented in this report.”
Date: August 18,2023
An agreement has been signed between our company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. on August 18, 2023 regarding the renewal of our corporate governance rating score. SAHA A.Ş. is officially authorized to perform corporate governance rating in compliance with Corporate Governance Principals of Capital Markets Board. Validity term of the agreement is one year.
Date: August 1,2023
As a result of the export visa granted by the delegation representing the Saudi Food and Drug Authority (SFDA) during their visit to Turkey, which included five companies in the red meat sector, including our company, we will commence the export of processed meat products to Saudi Arabia.
The BAE Esma certificate is an conformity document issued by the Emirates Standardization and Metrology Authority (ESMA) in the United Arab Emirates (UAE). This certificate confirms that the products meet the safety, quality, and standards requirements in the UAE market. Pınar Meat products have been found to comply with this standard and are listed as an approved supplier in the BAE MOCCAE ministry system.
In the new period, the aim is to develop new products tailored to the market's specific needs.
Date: June 23,2023
Our company, established as Turkey's first private venture integrated meat processing facility, operates under hygienic conditions certified with EU standards and credentials. In the annual "Most Admired Companies in the Business World" survey organized by Capital Magazine and Zenna Research Company, which represents 422 companies from various sectors with the participation of 1,710 executives, our company was selected as the "Most Admired Company" in the "Packaged Meat Products" category.
This study, prepared in accordance with independent research standards in an objective manner, determines the top 20 companies in the business world across 21 criteria, as well as the top 3 most admired companies in their respective sectors. It also sheds light on potential rising star company candidates and sectors in the admiration league.
Date: April 28, 2023
During our company's Board of Directors Meeting on 28.04.2023, in accordance with the provisions of the Capital Markets Board's Corporate Governance Communiqué (Communiqué) Serial II-17.1;
The Audit Committee was formed with two independent members, chaired by Ms. Nalan Erkarakaş, and with membership of Mr. Sezai Bekgöz.
The Risk Monitoring Committee was formed with three members, chaired by Ms. Nalan Erkarakaş, and with membership of Mr. Sezai Bekgöz and Mr. Yılmaz Gökoğlu.
The Corporate Governance Committee, in compliance with the Communiqué, will also perform the duties of the Nomination Committee and Remuneration Committee. It consists of four members, chaired by Mr. Sezai Bekgöz, with membership ofMs. Nalan Erkarakaş, Mr. Kemal Semerciler, and Mr. Tolga Bağcı.
Date: April 14, 2023
Referring to our disclosure dated 28.12.2022, we would like to inform you that our application for the approval of the issuance document regarding the issuance of debt securities (bonds and/or financial bonds) in Turkish Lira currency, domestically, in one or more tranches, with a total nominal amount not exceeding 800,000,000 TL (Eight Hundred Million Turkish Liras), and with maturities of up to 3 (three) years (including 3 years), to be sold to qualified investors and/or through private placement, has been approved by the Capital Markets Board at its meeting held on 10.04.2023.
Best regards,
Date: 12.04.2023
Company's General Manager Mr. Tunç Tuncer was appointed to the position of "Vice President" (responsible for Pınar Entegre Et ve Un Sanayii A.Ş. and Çamlı Yem Besicilik Sanayi ve Ticaret A.Ş.) and it has been decided to appoint Mr. Hüseyin Demir to the vacant "General Manager" position.
Date: April 6, 2023
The results of the company's 2022 Ordinary General Assembly Meeting held on March 29, 2023 were registered by the Izmir Trade Registry Office on April 6, 2023.
Date: April 4, 2023
During the Board of Directors Meeting held on April 4, 2023, it was decided to appoint Ms. Emine Feyhan YAŞAR as the Chairperson of the Board of Directors and Ms. İdil YİĞİTBAŞI as the Vice Chairperson of the Board of Directors.
We hereby inform you of this decision.
Date: 29.03.2023
During the Ordinary General Assembly Meeting held on March 29, 2023, the following resolutions were adopted:
In accordance with the Turkish Commercial Code, taking into account the recommendations of the Board of Directors, KPMG Independent Audit and Certified Public Accountants Inc. was approved to be appointed as the Independent Audit Firm for a period of one year, to audit the financial statements and reports of the company for the fiscal period covering the year 2023. This appointment will be subject to the approval of the Ordinary General Assembly to be held for the 2022 fiscal year.
Pursuant to Article 7 of the Company's Articles of Association, the number of members of the Board of Directors was determined as 7, including 2 independent members. Emine Feyhan YAŞAR, İdil YİĞİTBAŞI, Kemal SEMERCİLER, Yılmaz GÖKOĞLU, Mehmet AKTAŞ, Sezai BEKGÖZ, and Nalan ERKARAKAŞ were elected as members of the Board of Directors to serve until the Ordinary General Assembly meeting to be held for the examination of the 2023 accounts. Biographies of the Board of Directors members were provided on the company's website prior to the General Assembly meeting.
In accordance with Article 12 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, information was provided to the General Assembly regarding guarantees, pledges, mortgages, and guarantees granted to third parties, as well as the income and benefits obtained in this context.
Information was presented to the shareholders regarding the donations and contributions made by the company to various institutions and organizations in 2022. It was decided that the upper limit for donations to be made in 2023 should not exceed 0.5% of the Total Assets stated in the company's publicly disclosed annual balance sheet, in accordance with the Capital Markets Legislation.
The calculation of the distributable profit for the year 2022 was determined, taking into account the provisions of the Turkish Commercial Code, Capital Market Legislation, Corporate Tax Law, Income Tax Law, other legal regulations, the articles of association regarding profit distribution, and our Profit Distribution Policy. Based on the audited financial statements prepared in accordance with the Capital Markets Board's II-14.1 Communiqué and Turkish Accounting Standards, the net profit for the year 2022, which amounted to 325,530,470 TL, as it reached the legal limits, and the net distributable period profit was calculated as 325,530,470 TL.
Based on the calculated distributable profit:
Based on the calculated distributable profit, 37,674,272 TL, which was not distributed in 2021 and taking into account the donations amounting to 359,500 TL made during the year in line with CMB regulations, it was decided to distribute the First Profit Share amounting to 65,177,994 TL, corresponding to 20% of the distributable profit. An allocation for the Board of Directors and a Second Profit Share to the Shareholders in the amount not exceeding 5% specified in the articles of association will be made from the remaining amount. From the remaining amount, dividends not exceeding 3% will be distributed to foundations established for various purposes.
From the remaining amount, together with the First Profit Share (net amount of First and Second Profit is 122,464,710 TL), will be distributed to the Shareholders as the Second Profit Share, amounting to 65,177,994 TL, which will represent 282.60% of our issued capital (43,335,000 TL). Additionally, an amount of 15,432,572 TL will be allocated as General Legal Reserves, and the remaining amount will be allocated as Extraordinary Reserves. The dividend payments will be made on April 3, 2023.
According to the aforementioned decision:
A cash dividend payment of net 2.8260 TL will be made for each share traded on the stock exchange with a nominal value of 1 TL.
We kindly inform you of the above.
Minutes of the Ordinary General Assembly
The proposal regarding profit distribution was approved by majority vote at our company's Ordinary General Assembly meeting held on 29.03.2023.
The approved profit distribution proposal at the General Assembly is as follows:
Date: 28.03.2023
Our company's Board of Directors, taking into account the opinion of the Audit Committee, decided on 28.03.2023, in accordance with the principles set forth in the Turkish Commercial Code No. 6102, Capital Markets Law No. 6362, and the relevant legislation, to appoint KPMG Independent Audit and Certified Public Accountants Inc. to audit the financial statements and reports of our company for the fiscal period covering the year 2023. This appointment will be presented to the Ordinary General Assembly to be held for the year 2022 for approval.
Date: 03.03.2023
During the Board of Directors meeting held on 03.03.2022, the calculation of the distributable profit for the year 2022 was determined, taking into account the provisions of the Turkish Commercial Code, Capital Market Legislation, Corporate Tax Law, Income Tax Law, other legal regulations, the articles of association regarding profit distribution, and our Profit Distribution Policy. Based on the audited financial statements prepared in accordance with the Capital Markets Board's II-14.1 Communiqué and Turkish Accounting Standards, the net profit for the year 2022, which amounted to 325,530,470 TL, as it reached the legal limits, and the net distributable period profit was calculated as 325,530,470 TL.
Taking into account the donations amounting to 359,500 TL made during the year in line with CMB regulations, it was decided to distribute the First Profit Share amounting to 65,177,994 TL, corresponding to 20% of the distributable profit. An allocation for the Board of Directors and a Second Profit Share to the Shareholders in the amount not exceeding 5% specified in the articles of association will be made from the remaining amount. From the remaining amount, dividends not exceeding 3% will be distributed to foundations established for various purposes.
From the remaining amount, together with the First Profit Share (net amount of First and Second Profit is 91,653,525 TL), will be distributed to the Shareholders as the Second Profit Share, amounting to 36,659,256 TL, which will represent 211.50% of our issued capital (43,335,000 TL). Additionally, an amount of 12,009,107 TL will be allocated as General Legal Reserves, and the remaining amount will be allocated as Extraordinary Reserves, subject to the approval of the Ordinary General Assembly.
A cash dividend payment of net 2.1150 TL will be made for each share traded on the stock exchange with a nominal value of 1 TL.
Our company's Ordinary General Assembly Meeting for the year 2022 will be held on Wednesday, March 29, 2023, at 14:30, at the address Altın Yunus Mahallesi 3215 Sk. No:38 Çeşme/İzmir, in order to discuss and decide upon the agenda items listed below.
The invitation announcement text, which includes the agenda for the General Assembly meeting and a sample power of attorney, is attached herewith.
The company's issued capital, amounting to 43,335,000 TL, consists of Class A registered shares, Class B bearer shares, and Class A bearer shares. In ordinary and extraordinary general assembly meetings, Class A registered share owners are granted (3) votes each. The provisions of the Turkish Commercial Code and other relevant legislation shall apply. Class B bearer share owners are granted (1) vote each.
General Assembly Information Document
Date: 31.01.2023
During the credit rating process conducted by JCR Eurasia Rating, Pınar Entegre Et ve Un Sanayii A.Ş. has been evaluated within the investment grade category. The Long-Term National Credit Rating of the Company has been determined by JCR Eurasia Rating to "AA- (tr)" with a "Stable" Outlook.
Long-Term National Institution Credit Rating: AA- (tr) / (Stable Outlook)
Short-Term National Institution Credit Rating: J1+ (tr) / (Stable Outlook)
Long-Term International Foreign Currency Institution Credit Rating: BB / (Negative Outlook)
Long-Term International Local Currency Institution Credit Rating: BB / (Negative Outlook)
Long-Term National Issuer Rating: -
Short-Term National Issuer Rating: -
We would like to inform you about this matter.