Date: November 19, 2021
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, determined the Corporate Governance Rating of our Company as 9.36 out of 10 (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 9.36 by sub-categories are stated as "89.34", "95.05", "98.33" and "93.57" respectively.
As a result of rating process which is based on The Corporate Governance Principles, SAHA Inc. assigned grade as 9.36 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: September 2, 2021
We lost Mr. Mustafa Selim Yaşar, the Chairman of the Board of Directors of Yaşar Holding and the Chairman, Deputy Chairman and Member of the Board of Directors in other Yaşar Group companies, due to a sudden illness. We are deeply saddened by this painful loss and share our sadness with the public. Condolences to our country and Yaşar Group.
Date: 19 August, 2021
An agreement has been signed between our company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. on August 19, 2021 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 11, 2021
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 2021 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 2021 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.”
Dates: April 13,2021
The Board of Directors resolved that in its meeting dated April 13, 2021 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, Mr. Sezai Bekgöz and Ms. Fatma Dilek Yardım be appointed as Members,
Early Determination of Risks Committee be comprised of four members and Mr. Sezai Bekgöz be appointed as Head of Committee and Mr. Kemal Semerciler, 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. Kemal Semerciler be appointed as Head of Committee and Mr. Sezai Bekgöz, Mr. Yılmaz Gökoğlu and Mr. Tolga Bağcı be appointed as Members.
Dates: April 5, 2021
The results of the company's 2020 Ordinary General Assembly Meeting held on March 25, 2021 were registered by the Izmir Trade Registry Office on April 2, 2021.
Respectfully Submitted.
Dates: April 2, 2021
Dates: March 30, 2021
In the meeting dated March 30, 2021, Pınar Et Board of Directors resolved that, Emine Feyhan Yaşar be appointed as the Chairperson of the Board of Directors, İdil Yiğitbaşı be appointed as the Vice Chairperson of the Board.
Dated: March 25, 2021
In the Ordinary General Assembly Meeting of Company held on March 25, 2021, the amendment of Article 6 titled "Registered Capital" of the Company's Articles of Association regarding the extension of the validity period of our Company's registered capital upper limit to 2025 was approved.
In the Ordinary General Assembly Meeting of the Company held on March 25, 2021, Article 6 of the Articles of Association titled "Registered Capital" was approved.
Date: March 25, 2021
At General Assembly meeting dated March 25, 2021 the proposal regarding profit distribution was accepted by majority of votes.
The dividend distribution proposal approved at the General Assembly is as follows:
In the calculation of the net distributable profit for the year 2020; by taking into account the provisions of the Turkish Commercial Code, Capital Markets Legislation, Corporate Tax, Income Tax and other legal regulations, the articles of our articles of association regarding profit distribution and our Dividend Distribution Policy; in accordance with financial tables audited independently and prepared in accordance with our company’s Capital Markets Board II-14.1 Communiqué and based on Turkey’s Accounting Standards, General Legal Reserve has not been allocated from TL 95,319,330 that is a net term profit of 2020 due to reaching the legal limit and net distributable profit for the period has been calculated as TL 95,319,330.
Over the calculated distributable profit; In line with CMB regulations, by taking into account donations amounting to TL 3,670,611, distribution of First Dividend to the Shareholders in the amount of TL 19,797,988, which corresponds to 20% of the distributable profit, to the allocation of the Board of Directors, not exceeding 5% in the articles of association, distribution of dividends not exceeding 3% of the remaining amount to foundations established for various purposes, and over the remaining amount, the first dividend and the total net amount of our nominal issued capital (43,335,000) Distribution of Second Dividend to the Shareholders in the amount of TL 46,071,212 (total net amount of the First and Second Dividend TL 55.988.820), allocation of General Legal Reserve Fund in the amount of TL 6,960,559 and the remaining it has been proposed that the issue of allocating the entire amount as Extraordinary Reserve Fund be submitted to the approval of the Ordinary General Assembly. The realization of dividend payments on April 30, 2021 issue of submission to the General Assembly's approval has been proposed.
For each share traded on the stock exchange with a nominal value of 1 TL, a net cash dividend of 1.2920 TL will be paid.
Dated: March 25,2021
In 2020 Ordinary General Assembly Meeting of our Company which was held on 25 March 2021, 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 our company to audit Financial Statements and Reports for a period of one year which covers 2021 fiscal periods.
2. Pursuant to Article 7 of Company’s Articles of Association, the number of Board Directors was determined as 3 independent and 7 in total. Emine Feyhan YAŞAR, Mustafa Selim YAŞAR, İdil YİĞİTBAŞI and Yılmaz GÖKOĞLU as members of Board of Directors and Kemal SEMERCİLER, Sezai BEKGÖZ ve Fatma Dilek YARDIM 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 2021.
Shareholders have been presented information about the resumes of board members which have been disclosed on the company’s website.
3. Within the framework of the Registered Capital System Communiqué of the Capital Markets Board numbered II-18.1, the 5-year validity period for the registered capital upper limit of TL 100,000,000 specified in Article 6 of the Company's Articles of Association will expire at the end of 2021. Regarding the amendment of Article 6 of the Company's Articles of Association, titled "Registered Capital", in order to extend the validity period of our company's registered capital ceiling to cover the years 2021-2025, T.R. Preliminary permission letter dated 09.02.2021 and numbered E-29833736-110.04.04-1553 of the Capital Markets Board Presidency Partnership Finance Department and T.R. The preliminary permission, dated 17.02.2021, numbered E-50035491-431.02-E-00061555135, obtained from the Ministry of Trade, General Directorate of Domestic Trade, and the old and new versions of the article were read and discussed. The amendment was accepted with the approval of the Capital Markets Board and the permission of the Ministry.
4. The General Assembly of Shareholders 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.
5. Information was given to the General Assembly concerning the Company’s donations and grants to foundations and associations in 2020 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2021, as 0.5% of Total Assets of latest disclosed annual balance sheet.
6. In the calculation of the net distributable profit for the year 2020; by taking into account the provisions of the Turkish Commercial Code, Capital Markets Legislation, Corporate Tax, Income Tax and other legal regulations, the articles of our articles of association regarding profit distribution and our Dividend Distribution Policy; in accordance with financial tables audited independently and prepared in accordance with our company’s Capital Markets Board II-14.1 Communiqué and based on Turkey’s Accounting Standards, General Legal Reserve has not been allocated from TL 95,319,330 that is a net term profit of 2020 due to reaching the legal limit and net distributable profit for the period has been calculated as TL 95,319,330.
Over the calculated distributable profit; In line with CMB regulations, by taking into account donations amounting to TL 3,670,611, distribution of First Dividend to the Shareholders in the amount of TL 19,797,988, which corresponds to 20% of the distributable profit, to the allocation of the Board of Directors, not exceeding 5% in the articles of association, distribution of dividends not exceeding 3% of the remaining amount to foundations established for various purposes, and over the remaining amount, the first dividend and the total net amount of our nominal issued capital (43,335,000) Distribution of Second Dividend to the Shareholders in the amount of TL 46,071,212 total net amount of the First and Second Dividend TL 55.988.820), allocation of General Legal Reserve Fund in the amount of TL 6,960,559 and the remaining it has been proposed that the issue of allocating the entire amount as Extraordinary Reserve Fund be submitted to the approval of the Ordinary General Assembly. It has been decided that the dividend payments will be made on April 30, 2021.
Date: March 17, 2021
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, Company's Board of Directors resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2021 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly for 2020.
Date: March 1, 2021
At the Board of Directors Meeting of our company dated 01.03.2021,
In the calculation of the net distributable profit for the year 2020; by taking into account the provisions of the Turkish Commercial Code, Capital Markets Legislation, Corporate Tax, Income Tax and other legal regulations, the articles of our articles of association regarding profit distribution and our Dividend Distribution Policy; in accordance with financial tables audited independently and prepared in accordance with our company’s Capital Markets Board II-14.1 Communiqué and based on Turkey’s Accounting Standards, General Legal Reserve has not been allocated from 95,319,330 TL that is a net term profit of 2020 due to reaching the legal limit and net distributable profit for the period has been calculated as 95,319,330 TL.
Over the calculated distributable profit;
In line with CMB regulations, by taking into account donations amounting to 3,670,611 TL, distribution of First Dividend to the Shareholders in the amount of 19,797,988 TL, which corresponds to 20% of the distributable profit, to the allocation of the Board of Directors, not exceeding 5% in the articles of association, distribution of dividends not exceeding 3% of the remaining amount to foundations established for various purposes, and over the remaining amount, the first dividend and the total net amount of our nominal issued capital (43,335,000) Distribution of Second Dividend to the Shareholders in the amount of TL 46,071,212 (total net amount of the First and Second Dividend TL 55.988.820), allocation of General Legal Reserve Fund in the amount of TL 6,960,559 and the remaining it has been proposed that the issue of allocating the entire amount as Extraordinary Reserve Fund be submitted to the approval of the Ordinary General Assembly.
We submit to your information.
Respectfully yours,
The Company’s 2020 Annual General Assembly Meeting will take place on March 25, 2021, 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.
Dated: February 4, 2021
With the decision of our Company's Board of Directors dated February 3, 2021, it was decided to amend the 6th article of the articles of association titled "Registered Capital" with the aim of extending the period since the validity period of the registered capital upper limit will be expired at the end of 2021. It has been decided to submit the amendments to the approval of the shareholders at the first General Assembly Meeting to be held after obtaining the necessary permits from the Capital Markets Board and the Ministry of Commerce.
Dated: February 15, 2021
The draft amendments to the articles of association regarding the extension of the validity period of the company's registered capital upper limit until 2025, have been approved by the Capital Markets Board. It will be submitted to the approval of the shareholders at the first general assembly meeting to be held following the permission of the Ministry of Commerce.
Date: February 4, 2021
At the Company’s Board of Directors Meeting held on February 3, 2021, within the framework of the Capital Markets Board's Communiqué No. II-18.1 on the Registered Capital System, as the 5-year validity period of the registered capital upper limit of 100,000,000.-TL specified in Article 6 of the Company's Articles of Association will be expired at the end of 2021. It has been decided amendment of Article 6 of the Company's Articles of Association, titled "Registered Capital", in order to extend the validity period of our Company's registered capital upper limit to cover the years 2021-2025. Also, the Board of Directors resolved to obtain necessary permits from the Capital Markets Board of Turkey and Ministry of Customs and Trade and also to submit the changes to the approval of shareholders at the first General Meeting.
OLD VERSION
REGISTERED CAPITAL
Article 6-
The company, in accordance with the provisions of the Capital Market Law dated 28.7.1981 and numbered 2499 and with the decision of the Capital Markets Board dated 27.4.1983 and numbered 111, has adopted the Registered Capital System and has switched to this system accordingly.
The Registered Capital of the company is 100,000,000 TL. (ONE HUNDREDMILLION TURKISH LIRAS)
Nominal value of each share: 1 Kr.
The registered capital ceiling permission given by the Capital Market Board is valid for a period of 5 (five) years from 2017-2021. Even if the permitted registered capital ceiling is not reached at the end of 2021, in order for the board of directors to take a decision to increase the capital after 2021, it is obligatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board for the previously allowed ceiling, or a new ceiling amount. In case of failure to obtain the said authorization, the capital increase cannot be made with the decision of the board of directors.
The issued capital of the company is 43,335,000 TL. 41,877,500 TL of this capital has been covered by Internal Resources, 337,500 TL of which is 45,000 TL of Pınar Un ve Tarım Ürünleri Sanayi A.Ş. was obtained by multiplying its issued capital by the 7.5 change unit approved by the Capital Markets Board and the partners, and the remaining 1,120,000 TL was paid in cash. 43,335,000 TL. issued capital of the amount of 1 Kr each consists of a total of 4,333,500,000 shares with a nominal value of 1,500,000 Group A registered shares and 4,332,000,000 Group B bearer shares.
The Board of Directors is authorized to increase the issued capital from 2017-2021 by issuing in the name of the holder and/or bearer shares up to the registered capital ceiling, whenever it deems necessary, in accordance with the provisions of the Capital Markets Law.
Shares representing capital are monitored within the framework of dematerialization principles.
The Board of Directors is authorized to issue privileged shares above or below their nominal value, to limit the rights of shareholders to purchase new shares, or to take decisions in a manner that restricts the rights of privileged shareholders.
NEW VERSION
The Registered Capital of the company is 100,000,000 TL. (ONE HUNDREDMILLION TURKISH LIRA)
The registered capital ceiling permission given by the Capital Market Board is valid for a period of 5 (five) years from 2021-2025. Even if the permitted registered capital ceiling is not reached at the end of 2025, in order for the board of directors to take a decision to increase the capital after 2025, it is obligatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board for the previously allowed ceiling, or a new ceiling amount. In case of failure to obtain the said authorization, the capital increase cannot be made with the decision of the board of directors.
The Board of Directors is authorized to increase the issued capital from 2021-2025 by issuing in the name of the holder and/or bearer shares up to the registered capital ceiling, whenever it deems necessary, in accordance with the provisions of the Capital Markets Law.