Date: November 19, 2019
SAHA Corporate Governance and Credit Rating Services, Inc. ("SAHA"), which is authorized to carry out ratings in accordance with the Corporate Governance Principles by the Capital Markets Board (CMB) in Turkey, revized the Corporate Governance Rating of our Company as 9.35 out of 10 (93.53%), before it was 9.31 (93.09%).
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 9.35 by sub-categories are stated as "89.22", "95.05", "98.33" and "93.47" respectively.
As a result of rating process which is based on The Corporate Governance Principles, SAHA Inc. assigned grade as 9.35 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: October 1, 2019
Pınar Et’s Board of Directors, at its meeting on October 1 2019, decided to appoint Ms. Gözde Gündoğdu as Investor Relations Department Officer.
Contact information of Investor Relations Team is stated below:
Gökhan Kavur – Head of the Investor Relations Department Telephone Number: 0 232 495 00 00 E-mail: investorrelations@pinaret.com.tr
Gözde Gündoğdu - Investor Relations Department Officer Telephone Number: 0 232 495 00 00 E-posta: investorrelations@pinaret.com.tr
PINAR ENTEGRE ET VE UN SANAYİİ A.Ş
Date: 19 August, 2019
An agreement has been signed between our company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. on August 19, 2019 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: June 28, 2019
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 2019 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 2019 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: April 12, 2019
In the General Assembly Meeting of Pınar Süt dated March 28, 2019, decision of the appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as an independent audit firm to audit our Company's 2019 financial statements was registered by İzmir Trade Register Office on April 8, 2019 and publicized on 9808 numbered and April 12, 2019 dated Trade Registry Gazette.
Date: April 9, 2019
The Company’s 2018 Ordinary General Assembly Meeting results, held on March 28, 2019, are registered by İzmir Trade Register Office on April 8, 2019.
Respectfully Submitted.
PINAR ENTEGRE ET VE UN SAN. A.Ş.
Date: April 5, 2019
In accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board, In the Board Meeting dated April 5, 2019 resolved that,
Audit Committee would be composed of two independent members and Mr. Kemal Semerciler was elected to chairmanship and Mr. Sezai Bekgöz was elected to membership of the committee,
Early Determination of Risks Committee would be composed of three members and Mr. Kemal Semerciler was elected to chairmanship and Mr. Yılmaz Gökoğlu and Mr. Cengiz Erol were elected to memberships of the committee,
Corporate Governance Committee also fulfill the tasks of the Remuneration Committee and Nominating Committee in accordance with the Communiquè and would be composed of four members and Mr. Kemal Semerciler was elected to chairmanship and Mr. Cengiz Erol, Mr. Yılmaz Gökoğlu and Mr. Gökhan Kavur were elected to memberships of the committee.
In the meeting dated April 5, 2019, Pınar Et Board of Directors resolved that, Ms. Emine Feyhan Yaşar be appointed as the Chairperson of the Board of Directors, Ms. İdil Yiğitbaşı be appointed as the Vice-Chairperson of the Board.
Date: March 28, 2019
At its meeting dated March 28, 2019 the Company's Board of Directors; concluded to submit the following Profit Distribution Proposal for approval at the Annual General Assembly meeting;
In calculating the net distributable profit for 2018; taking into account the requirements of the Turkish Commercial Code, Capital Markets Legislation, Corporate Income Tax Law, Income Tax Law and other applicable legislation, dividend distribution provisions of the Company's articles of incorporation and the Profit Distribution Policy; as the Company financial tables created in accordance with the Capital Markets Board Communiqué II-14.1 and Turkish Accounting Standards and audited by the independent auditor; among TL 62,117,389 which is the net term profit of 2018, the legal limit has been reached and therefore no General Legal Reserve will be set aside and the net distributable term profit is TL 62,117,389.
The following proposal concerning the allocation of the TL 62,117,389 distributable profit, is concluded to be submitted to the approval of the Ordinary General Assembly:
TL 12,736,268 will be distributed to shareholders as first dividend. This corresponds to 20% of distributable profit when TL 1,563,952 that was paid out as charitable donations during the year in line with the CMB rules taken into account, of the remainder, Board of Directors allocation will be set aside, which will not be in excess of 5% as stipulated in the articles of incorporation, distribution of dividends will be made to foundations established for various purposes from the remained amount, which will not be in excess of 3% as stipulated in the articles of incorporation, of the remainder, the amount of TL 27,565,282 will be distributed among shareholders as a second dividend. The net combined total of first and second dividends amounts to TL 34,256,318. This corresponds to 79.05% of our issued capital, which amounts to TL 43,335,000, TL 4,194,423 will be set aside as a General Legal Reserve, of the remainder, all will be set aside as Extraordinary Reserves and distribution date was set as April 30, 2019.
The Company will pay out a net cash dividend amounting to TL 0.7905 on each share of its stock with a par value of TL 1.00.
Please kindly be informed.
Sincerely,
In 2018 Ordinary General Assembly Meeting of our Company which was held on 28 March 2019, the following decisions have been taken.
Within the framework of the Turkish Commercial Code and the Capital Markets Board of Turkey, taking into consideration the recommendation of the Audit Committee of the Board of Directors. Independent External Audit Corporation PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been elected as the independent audit company of our company for 2019 fiscal periods.
Pursuant to Article 7 of Company’s Articles of Association, the number of Board Directors is determined as 2 independent and 7 in total. The Board of Directors as Emine Feyhan Yaşar, Mustafa Selim Yaşar, İdil Yiğitbaşı, Cengiz Erol, Yılmaz Gökoğlu and the independent members of the Board of Directors as Kemal Semerciler and Sezai Bekgöz, have been elected as Board Members to serve until the Ordinary General Assembly to be organized for the reviewing of the accounts of the year 2019.
Shareholders have been presented information about the resumes of board members which have been disclosed on our websites.
The General Assembly of Shareholders has been informed about guarantees, pledges, mortgages and other guarantees given by our Company in favor of third parties and all income received thereby, pursuant to Article 12 Communique II-17.1 of CMB.
Information was given to the General Assembly concerning The Company’s donations and grants to foundations and associations in 2018 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2019, as 0.5% of Total Assets of last disclosed annual balance sheet.
Yours Sincerely,
Date: March 25, 2019
In line with the opinion of the Audit Committee and in compliance with Turkish Commerce Code with the law no. 6102 and Capital Markets Law no. 6362 and in accordance with the principles determined of relevant legislation, Pınar Et Board of Directors, at its meeting on March 25, 2019, resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2019 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly for 2018.
Date: March 1, 2019
At the Board meeting of our Company dated 01.03.2019;
When the net distributable profit is calculated for 2018; considering Turkish Commercial Code, Capital Markets Regulation, Corporate Tax, Income Tax and other legal regulation provisions, articles of our articles of association regarding profit distribution and our Profit Distribution Policy, according to the financial statements of our Company audited independently and prepared based on Turkish Accounting Standards and in accordance with Communiqué II-14.1 of Capital Markets Board, net distributable period profit is calculated as TL 62,117,389 and no General Legal Reserves were kept as legal limit is reached being TL 62,117,389 which is the net period profit of 2018.
Out of the distributable profit calculated, it is resolved to submit the following matters for the approval of Ordinary General Assembly; to distribute First Dividend to Shareholders in amount of TL 12,736,268 equal to 20% of distributable profit, considering donations in amount of TL 1,563,952 made within the year parallel to CMB regulations; to reserve Board Allocation not exceeding 5% stipulated in the articles of incorporation over the remaining amount and to distribute Second Dividend to Shareholders in amount of TL 28,865,332 equal to 81,60% of our nominal issued capital (TL 43,335,000) together with First Dividend amount over the remaining amount (Total net amount of First and Second Dividend is TL 35,361,360); to keep Legal Reserves in amount of TL 4,183,485; and to keep the entire remaining amount as Extraordinary Reserves.
Cash dividend shall be paid in net amount of 0.8160 TL for each share traded in exchange market with a nominal value of 1 TL.
The company’s 2018 Annual General Assembly Meeting will take place on March 28, 2019, Thursday, at 14:30 at the plant of Pınar Süt A.Ş at the address Yunus Emre Mah. Kemalpaşa Cad. No.317 Bornova/İZMİR to discuss and resolve the attached agenda items.
The announcement regarding the agenda and the proxy form specimen for the General Assembly Meeting are attached.
The company’s issued capital of TL 43,335,000 consists of Class A registered, Class B bearer shares and each Class A share entitles its holder to three votes and each B share entitles its holder to one vote, for shareholders or their proxies who will attend general assembly meetings.