Date: December 28,2022
At the Company's Board of Directors meeting held on December 28,2022, pursuant to the authority set forth in Article 33 of our Company's Articles of Association, titled "Issuance of Bonds and Other Securities"; it has been decided to issue debt instruments ;
1. Not exceeding the nominal amount of TRY 800,000,000 (Eight Hundred Million Turkish Liras), with a maximum maturity of 3 (three) years (including 3 years) in different terms, in Turkish Lira, domestically, in one or more times, to the public to be sold to qualified investors and/or privately without being offered,
2. Issue of the debt instruments to be issued as discounted and/or fixed coupon or variable coupon depending on the market conditions. determination of all conditions, distribution principles and collections, completion of the sale
and Borsa İstanbul A.Ş. and in his context, Ziraat Yatırım Menkul Değerler A.Ş. To apply to the Capital Markets Board for issuance certificate approval in order to fulfill the necessary applications and transactions before all relevant authorities, including the conclusion of a contract with the Capital Markets Board.
Respectfully submitted.
Best Regards,
PINAR ENTEGRE ET VE UN SANAYİİ A.Ş.
Date: November 18, 2022
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 9.38 out of 10 (93.80%), before it was 9.36 (93.59%).
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.
Date: September 20,2022
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 2022 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: September 5,2022
With regard to the letter of Borsa İstanbul, dated September 5, 2022 with an issue number E-18454353-100.06-11050, a disclosure has been requested due to extraordinary price and amount movement. There is no material disclosure regarding our company which has not been publicly announced yet.
Date: 19 August, 2022
An agreement has been signed between our company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. on August 19, 2022 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.
Dates: April 28,2022
The Board of Directors resolved that in its meeting dated April 28, 2022 in accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board;
Audit Committee be comprised of three independent members and Mr. Sezai Bekgöz be appointed as Head of Committee, Ms. Fatma Dilek Yardım be appointed as Members,
Early Determination of Risks Committee be comprised of three members and Ms. Yeşim Güra be appointed as Head of Committee and Mr. Sezai Bekgöz, Ms. Fatma Dilek Yardım and Mr. Yılmaz Gökoğlu be appointed as Members,
Corporate Governance Committee also fulfill the tasks of the Remuneration Committee and Nominating Committee in accordance with the Communiquè and be comprised of four members and Mr. Sezai Bekgöz be appointed as Head of Committee and Ms. Fatma Dilek Yardım, Mr. Kemal Semerciler and Mr. Tolga Bağcı be appointed as Members.
Dates: April 18, 2022
The results of the company's 2021 Ordinary General Assembly Meeting held on March 29, 2022 were registered by the Izmir Trade Registry Office on April 18 , 2022.
Respectfully Submitted.
Dates: April 6,2022
In the meeting dated March 30, 2020, 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.
Dated: March 29,2022
At the Board of Directors meeting;
For the calculation of net distributable profit of 2021, the Turkish Commercial Code, Capital Market Legislation, Corporate Tax, Income Tax and other legal regulations, articles in our articles of incorporation regarding profit distribution as well as our Profit Distribution Policy were considered, and according to the financial statements independently audited and prepared based on Turkish Accounting Standards and in accordance with Communiqué II-14.1 of Capital Markets Board, General Legal Reserves were not kept from the net period profit of 2021 which is TL 146,909,842 as it reached the legal limits, and the net distributable period profit was calculated as TL 146,909,842
It was decided to present the following issues for the approval of the Ordinary General Assembly: out of the calculated distributable profit, to distribute the amount of TL 29,437,080 as First Dividend to Shareholders as equal to 20% of distributable profit, considering the donations in amount of TL 275,560 made within the year in line with CMB regulations, keeping the Board of Directors Allocation not exceeding 5% ratio in the articles of association over the remaining amount, to distribute profit share over the remaining amount not to exceed 3% ratio to various foundations established for various purposes and to distribute Second Dividend to Shareholders in amount of TL 23,431,620 TL as equal to 109,80% of total net nominal issued capital (TL 43,335,000) together with First Dividend Amount over the remaining amount (net amount of First and Second Dividend is TL 47,581,830), to keep General Legal Reserves in amount of TL 5,985,213, and to keep the entire remaining amount as Extraordinary Legal Reserves.
For each share that is traded on stock exchange with a nominal amount of 1 TL, a cash dividend of 1,0980 TL will be paid.
In 2021 Ordinary General Assembly Meeting of the Company which was held on 29 March 2022, the following decisions have been taken.
1.Within the framework of the Turkish Commercial Code and the Capital Markets Board of Turkey and taking the recommendation of the Board of Directors into consideration, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent audit firm of the company to audit Financial Statements and Reports for a period of one year which covers 2022 fiscal periods.
2. Elected to the vacant board of directors during the year, Mr. Cengiz Erol's membership was approved.
3. Pursuant to Article 9 of Company’s Articles of Association, the number of Board Directors was determined as 2 independent and 7 in total. Emine Feyhan YAŞAR, İdil YİĞİTBAŞI, Kemal Semerciler, Yılmaz GÖKOĞLU, Mehmet AKTAŞ as members of Board of Directors Sezai Bekgöz and Fatma Dilek Yardım as independent members of Board of Directors were elected to serve until the Ordinary General Assembly to be organized for the reviewing of the accounts of the year 2022.
Shareholders have been presented information about the resumes of board members which have been disclosed on the company’s websites.
4.The General Assembly of Shareholders informed about guarantees, pledges, mortgages and other guarantees given by the Company in favor of third parties and all income received thereby, pursuant to Article 12 Communique II-17.1 of CMB.
5.Information was given to the General Assembly concerning The Company’s donations and grants to foundations and associations in 2021 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2022, as 0.5% of Total Assets of latest disclosed annual balance sheet.
6. For the calculation of net distributable profit of 2021, the Turkish Commercial Code, Capital Market Legislation, Corporate Tax, Income Tax and other legal regulations, articles in our articles of incorporation regarding profit distribution as well as our Profit Distribution Policy were considered, and according to the financial statements independently audited and prepared based on Turkish Accounting Standards and in accordance with Communiqué II-14.1 of Capital Markets Board, General Legal Reserves were not kept from the net period profit of 2021 which is TL 146,909,842 as it reached the legal limits, and the net distributable period profit was calculated as TL 146,909,842
Date: March 25, 2022
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 Su ve İçecek Board of Directors, resolved to appoint, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit the Company's 2022 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly for 2020.
Date: March 10, 2022
Company's Board of Directors reviewed the dividend distribution decision dated 02.03.2022 at its meeting dated March 10, 2022;
For the calculation of net distributable profit of 2021, the Turkish Commercial Code, Capital Market Legislation, Corporate Tax, Income Tax and other legal regulations, articles in our articles of incorporation regarding profit distribution as well as our Profit Distribution Policy were considered, and according to the financial statements independently audited and prepared based on Turkish Accounting Standards and in accordance with Communiqué II-14.1 of Capital Markets Board, General Legal Reserves were not kept from the net period profit of 2021 which is TL 146,909,842 as it reached the legal limits, and the net distributable period profit was calculated as TL 146,909,842.
It was decided to present the following issues for the approval of the Ordinary General Assembly: out of the calculated distributable profit, to distribute the amount of TL 29,437,080 as First Dividend to Shareholders as equal to 20% of distributable profit, considering the donations in amount of TL 275,560 made within the year in line with CMB regulations, keeping the Board of Directors Allocation not exceeding 5% ratio in the articles of association over the remaining amount, to distribute profit share over the remaining amount not to exceed 3% ratio to various foundations established for various purposes and to distribute Second Dividend to Shareholders in amount of TL 29,382,033 TL as equal to 109.80% of total net nominal issued capital (TL 43,335,000) together with First Dividend Amount over the remaining amount (net amount of First and Second Dividend is TL 47,581,830), to keep General Legal Reserves in amount of TL 5,985,213, and to keep the entire remaining amount as Extraordinary Legal Reserves.
For each share that is traded on stock exchange with a nominal amount of 1 TL, a cash dividend of 1.0980 TL will be paid.
Please kindly be informed.
Date: March 2, 2022
The Company’s 2021 Annual General Assembly Meeting will take place on March 29, 2022, Thursday, at 10:00 at the Altın Yunus Çeşme Turistik Tesisleri in Altın Yunus Mah. 3215 Sok. No: 38 Çeşme/Izmir. 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.
Date: February 25, 2022
The Income Statement, which is not prepared according to the Capital Markets Legislation, submitted to the Tax Office in the annex of the 4th Provisional Tax Declaration for the period 01.01.2021 - 31.12.2021 is attached as a PDF file.
Date: February 24, 2022
At the meeting of our Company's Board of Directors dated 24/02/2022, it was decided to complete the remaining term for the vacant Board Membership and to serve until the first general assembly meeting to be held, Mr. Cengiz EROL was elected.