Date: 24.11.2023
In accordance with the Capital Markets Board's meeting dated November 22, 2023, and numbered 2023/74, within the approved borrowing instrument issuance limit, our company has successfully completed the sale of fixed-rate coupon payment finance bonds with a nominal value of 150,000,000 TL and a maturity of 364 days. The bonds were offered to qualified investors without a public offering within the domestic market, and the transaction was concluded on November 23, 2023, with the intermediation of D Yatırım Bankası A.Ş.
Best regards,
PINAR SÜT MAMULLERİ SANAYİİ A.Ş.
Date: 17.11.2023
In accordance with the Capital Markets Board (SPK) Corporate Governance Principles in Turkey, SAHA Corporate Governance and Credit Rating Services Inc., a licensed rating agency, has confirmed that our company's corporate governance rating is 9.35 (93.51%).
Parallel to the SPK Corporate Governance Principles, our corporate governance rating of 9.35 has been determined by weighting the sub-categories of "Shareholders," "Public Disclosure and Transparency," "Stakeholders," and "Board of Directors" at 25%, 25%, 15%, and 35%, respectively. The distribution of our corporate governance rating across these sub-categories is as follows: 88.20 for "Shareholders," 95.05 for "Public Disclosure and Transparency," 98.33 for "Stakeholders," and 94.14 for "Board of Directors."
The corporate governance rating of 9.35, provided by SSAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş., is significant in demonstrating our company's compliance with Corporate Governance Principles. The full report is available on our company's website at www.pinar.com.tr.
Date: 25.10.2023
In the Board of Directors meeting held on October 25, 2023, in compliance with Capital Markets Legislation, Mr. Kemal SEMERCİLER's resignation from the Board of Directors and the vacancy in the Early Detection of Risk Committee were addressed. As a result, Ms. Seçkin ŞENOL has been appointed to the committee.
Date: 11.10.2023
Within the scope of the debt instrument issuance limit approved by the Capital Markets Board in its meeting dated October 5, 2023, our company has successfully completed the sale of fixed-rate financial bonds with a nominal value of 200,000,000 TL and a maturity of 154 days. The transaction was finalized on October 10, 2023, with the intermediation of Ziraat Yatırım Menkul Değerler A.Ş.
Date: 09.10.2023
At the Board of Directors meeting held on October 9, 2023, our company accepted the resignation of Mr. Kemal Semerciler, one of our Board Members, in accordance with the Capital Markets Board's Corporate Governance Principles. The vacant position on the Board of Directors, resulting from his resignation, has been filled by appointing Ms. Seçkin ŞENOL as an Independent Board Member. This appointment is subject to the approval of the first general assembly.
We hereby inform you of this decision.
Date: 06.10.2023
Following our announcement dated August 17, 2023, we would like to inform you that our application to the Capital Markets Board for the approval of the issuance document concerning the issuance of debt instruments (bonds and/or commercial papers) in Turkish Lira, with a nominal value not exceeding 1,800,000,000 TL (One billion eight hundred million Turkish Liras), with maturities of up to 3 years (including 3 years), to be offered to qualified investors and/or privately placed in the domestic market, has been published in the Capital Markets Board Weekly Bulletin dated October 5, 2023, with the reference number 2023/59.
Date: 05.10.2023
Today, on October 5, 2023, our company has successfully redeemed the financial bond with the ISIN code TRFPNSTE2313, having a nominal value of 225,000,000 TL and a maturity of 182 days, which was sold to qualified investors without a public offering in the domestic market. The payment amounts have been transferred to the free accounts of the relevant members at Takasbank A.Ş.
Date: 12.09.2023
Under Article 10 of the Capital Markets Board's Corporate Governance Communiqué II-17.1, we present the conclusion section of the report prepared regarding anticipated widespread and continuous transactions with related parties, which are expected to exceed the threshold of 10% determined by the Communiqué for our company with its related parties during the 2023 fiscal year.
'In accordance with Article 10 of the Capital Markets Board's Corporate Governance Communiqué II-17.1, it is anticipated that our company's transactions with related parties, specifically Yaşar Birleşik Pazarlama and Yaşar Dış Ticaret companies, will exceed the 10% threshold set forth in the Communiqué during the 2023 fiscal year. Therefore, in this report, the conditions, pricing method, and rationale for selecting this method for transactions such as product sales to Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. and international product sales through Yaşar Dış Ticaret A.Ş. have been disclosed. The conclusion drawn is that these transactions are in compliance with market conditions and comparable transactions.'
Thank you for your attention.
PINAR SÜT MAMÜLLERİ SANAYİİ A.Ş.
Date: 08.09.2023
Today, on September 8, 2023, our company has successfully redeemed the financial bond with the ISIN code TRFPNST92311, having a nominal value of 200,000,000 TL and a maturity of 175 days, which was sold to qualified investors without a public offering in the domestic market. The payment amounts have been transferred to the free accounts of the relevant members at Takasbank A.Ş.
With the approval of the Capital Markets Board in its meeting dated December 29, 2022, numbered 77/1855, our company has successfully completed the sale transaction of a fixed-interest financial bond with a maturity of 174 days and a nominal value of 140,000,000 TL, sold to qualified investors without a public offering in the domestic market, on September 7, 2023. Ziraat Yatırım Menkul Değerler A.Ş. acted as the intermediary in the transaction.
Date: 28.08.2018
Following our announcement dated August 17, 2023, our company has applied to the Capital Markets Board on August 25, 2023, seeking approval for the issuance document to issue debt instruments (bonds and/or financial bonds), not exceeding a total nominal value of 1,800,000,000 TL (One Billion Eight Hundred Million Turkish Liras), with varying maturities, up to a maximum of 3 years (inclusive of 3 years), in Turkish Lira, within the domestic market, on one or more occasions, without a public offering, for sale to qualified investors and/or through private placement.
Date: 18.08.2023
Our company has successfully redeemed the 185,000,000 TL nominal value financial bond with the ISIN code TRFPNST82338, which was sold to qualified investors without a public offering in the domestic market. The maturity of the bond was 77 days, and the redemption process was completed on August 18, 2023 (today). The payment amounts have been transferred to the free accounts of the relevant members at Takasbank A.Ş.
Within the borrowing instrument issuance limit approved at the Capital Markets Board meeting on December 29, 2022, numbered 77/1855, our company has successfully completed the sale transaction of a fixed-rate maturity-end coupon payment financial bond with a nominal value of 250,000,000 TL and a maturity of 175 days, sold to qualified investors without a public offering in the domestic market, on August 17, 2023. Ziraat Yatırım Menkul Değerler A.Ş. acted as the intermediary in the transaction.
Date: 17.08.2023
Following the Board of Directors meeting held on August 17, 2023, based on the authority specified in Article 7 titled 'Issuance of Bonds and Other Securities' within our Company's Articles of Association; it has been decided to apply to the Capital Markets Board for the approval of the issuance of debt instruments, in Turkish Lira, within the domestic market, to qualified investors and/or through private placement, not exceeding a total nominal value of 1,800,000,000 TL (One Billion Eight Hundred Million Turkish Liras), with varying maturities, up to a maximum of 3 years (inclusive of 3 years), on one or more occasions, without a public offering. Additionally, it has been determined that the issued debt instruments may be offered at a discount and/or with fixed or variable interest rates based on market conditions.
This decision also includes obtaining approval for all aspects of the debt instrument issuance, including the amount, maturity, interest, additional yield rate, sales method, distribution principles, collection procedures, completion of the sale, listing on Borsa İstanbul A.Ş., and entering into a contract with Ziraat Yatırım Menkul Değerler A.Ş. to act as an intermediary in the issuance process.
We hereby inform you that an application will be submitted to the Capital Markets Board for the approval of the issuance document.
Date: 04.08.2023
Our company has signed a contract on 04/08/2023 with SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş., which is authorized to conduct ratings in compliance with the Capital Markets Board Corporate Governance Principles in Turkey, for the renewal of our corporate governance rating. The validity period of the contract is one year.
Date: 01.08.2023
In light of the export visa granted by the Saudi Food and Drug Authority (SFDA) delegation during their visit to Turkey, representing the dairy sector, our company will begin exporting dairy products to Saudi Arabia.
We extend our respectful announcement to the public and our valued stakeholders.
The redemption of the finance bond with a nominal value of 100,000,000 TL and a maturity of 175 days, issued to qualified investors without public offering in the domestic market, has been completed on August 1, 2023 (today), and the payment amounts have been transferred to the free accounts of the relevant members at Takasbank A.Ş.
Within the scope of the borrowing instrument issuance limit approved at the Capital Markets Board's meeting on 29.12.2022 with the serial number 77/1855, the sale transaction of the finance bond with a nominal value of 100,000,000 TL and a maturity of 181 days, issued to qualified investors without public offering in the domestic market, has been completed on 31.07.2023, and the transaction was mediated by Ak Yatırım Menkul Değerler A.Ş.
Best Regards,
Date: 02.06.2023
The redemption of the finance bond with TRFPNST62314 ISIN code, with a nominal value of 150,000,000 TL and a maturity of 178 days, issued to qualified investors without public offering in the domestic market, has been executed on June 2, 2023 (today). The payment amounts have been transferred to the free accounts of the relevant members at Takasbank A.Ş.
Capital Markets Board's approved issuance limit of debt instruments dated 29.12.2022 with the meeting number 77/1855, within the scope of the Company's domestic offering to qualified investors without public offering, the sale transaction of 77-day maturity, fixed-rate financing bonds with a nominal value of 185.000.000 TL has been completed on 01.06.2023, and the transaction was mediated by Ziraat Yatırım Menkul Değerler A.Ş.
Date: 28.04.2023
In our company's Board of Directors meeting dated April 28, 2023, within the framework of the Capital Markets Board's Corporate Governance Communiqué Serial II-17.1;
The Audit Committee has been appointed to consist of two independent members, with Mr. Metin Akman as the chairman and Ms. Yeşim Güra as the member.
The Early Detection of Risk Committee has been appointed to consist of three members, with Mr. Metin Akman as the chairman, and Ms. Yeşim Güra and Mr. Kemal Semerciler as members.
The Corporate Governance Committee has been appointed to perform the duties of the Nomination Committee and the Remuneration Committee in accordance with the Communiqué; to consist of four members, with Ms. Yeşim Güra as the chairman, and Mr. Metin Akman, Mr. Yılmaz Gökoğlu, and Mr. Barış Kav as members.
Date: 06.04.2023
Our company has completed the redemption of the financing bond with a nominal value of 200,000,000 TL, 177 days maturity, and ISIN code TRFPNST42316, sold to qualified investors without a public offering domestically, on April 6, 2023 (today). Payment amounts have been transferred to the respective members' free accounts at Takasbank A.Ş.
Regards,
As of the Capital Markets Board's meeting on 29.12.2022, which was approved by the numbered 77/1855, within the framework of the issuance limit for borrowing instruments, our Company has completed the sale of fixed-rate financing bonds with a maturity of 182 days and a nominal value of 225,000,000 TL, to be sold to qualified investors without being publicly offered domestically, on 06.04.2023. Ziraat Yatırım Menkul Değerler A.Ş. acted as the intermediary in the transaction.
Date: 05.04.2023
Our company's Ordinary General Assembly Meeting results held on March 29, 2023, were registered by the Izmir Trade Registry Office on April 5, 2023.
Date: 04.04.2023
Our company's Board of Directors has decided, during the meeting held on April 4, 2023, to appoint Ms. İdil YİĞİTBAŞI as the Chairperson of the Board and Ms. Emine Feyhan YAŞAR as the Vice Chairperson of the Board.
Please be informed.
Best regards, PINAR SÜT MAMÜLLERİ SANAYİİ A.Ş.
Date: 29.03.2023
At the Ordinary General Assembly meeting of our company held on 29.03.2023, 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 net distributable profit for 2022; 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; According to our company's independently audited financial statements prepared in accordance with the Communique II-14.1 of the Capital Markets Board and based on Turkish Accounting Standards, the net profit for the year 2022, which is 380,276,281 TL, has not been set aside as a General Legal Reserve due to reaching the legal limit. The net distributable profit for the period is calculated as 380,276,281 TL.
Based on the calculated distributable profit;
42,702,964 TL, which was not distributed in 2021 and was taken into extraordinary reserves, was also subject to distribution;
In line with the CMB regulations, taking into account the donations of 545,805 TL during the year, 76,164,525 TL of First Dividend is distributed to the shareholders, corresponding to 20% of the distributable profit, the Board of Directors' Allocation is allocated from the remaining amount, not to exceed 5% in the articles of association, from the remaining amount. Distribution of dividends not exceeding 3% to foundations established for various purposes, and the amount of First Dividend on the remaining amount, with a total net amount of 348.30% of our nominal issued capital (44.951.051 TL) to Second Shareholders in the amount of 97.796.043 TL. Distribution of Dividends (total net amount of First and Second Dividends is 156,564,511 TL), General Legal Reserves amounting to 19,558,502 TL will be set aside and the remaining amount will be set aside as Extraordinary Reserves and dividend payments will be made on April 3, 2023. It has been proposed to be submitted to the approval of the Ordinary General Assembly.
A net cash dividend of 3.4830 TL will be paid for each share traded on the stock exchange with a nominal amount of 1 TL.
Respectfully Submitted.
Dated: March 29,2023
In 2022 Ordinary General Assembly Meeting of our Company which was held on 29 March 2023, the following decisions have been taken.
1. Within the framework of the Turkish Commercial Code and the Capital Markets Board of Turkey and taking into account the suggestions of the Board of Directors, as an Independent Auditing Company, KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for a period of 1 year, to cover the accounting period for 2023 and to audit the Financial Statements and Reports of our Company. It was decided to approve the election.
2. Pursuant to Article 8 of the Company's Articles of Association, the number of members of the Board of Directors was determined as 7 members, including 2 independent members. Members of the Board of Directors, Mrs. Emine Feyhan YAŞAR, Mrs. İdil YİĞİTBAŞI, Mr. Kemal SEMERCILER, Mr. Yilmaz GOKOGLU, Mr. Mehmet AKTAŞ and Independent Board Members, Mr. Metin AKMAN and Mrs. Yeşim GÜRA was elected to serve until the Ordinary General Assembly, which will convene for a period of 1 year to examine the accounts of 2023.
Information was given about the CVs of the Members of the Board of Directors, which were announced on the company website before the General Assembly meeting.
3. Pursuant to Article 12 of the Capital Markets Board's Corporate Governance Communiqué numbered II-17-1; The general assembly was informed that no guarantee, pledge, mortgage or surety was given by our company in favor of third parties.
4. Information was provided to the partners regarding the donations and aids made by the company to various institutions and organizations in 2022 and it was decided that the upper limit of the donations to be made in 2023 would be up to 5 per thousand of the Company's Total Assets in the last annual balance sheet disclosed to the public within the framework of the Capital Market Legislation, given.
5. In the calculation of the net distributable profit for 2022; 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; According to our company's independently audited financial statements prepared in accordance with the Communique II-14.1 of the Capital Markets Board and based on Turkish Accounting Standards, the net profit for the year 2022, which is 380,276,281 TL, has not been set aside as a General Legal Reserve due to reaching the legal limit. The net distributable profit for the period is calculated as TL 380,276,281.
In line with the CMB regulations, taking into account the donations of 545,805 TL during the year, 76,164,525 TL of First Dividend is distributed to the shareholders, corresponding to 20% of the distributable profit, the Board of Directors' Allocation is allocated from the remaining amount, not to exceed 5% in the articles of association, from the remaining amount. Distribution of dividends not exceeding 3% to foundations established for various purposes, and the amount of First Dividend on the remaining amount, with a total net amount of 348.30% of our nominal issued capital (44.951.051 TL) to Second Shareholders in the amount of 97.796.043 TL. Dividend distribution (total net amount of First and Second Dividends is 156.564.511 TL), General Legal Reserves amounting to 19.558.502 TL will be set aside and the remaining amount will be set aside as Extraordinary Reserves and dividend payments will be made on 3 April 2023, It was decided.
Date: March 28, 2023
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 Süt Board of Directors, at its meeting on March 29, 2023, resolved to appoint KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2023 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly for 2012.
Date: March 7, 2023
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 29.12.2022 and numbered 77/1855, the sale transaction of our Company's fixed-rate financial bills with a nominal value of 200.000.000 TL, with a maturity of 175 days, to be sold to qualified investors in the country without public offering, was completed on March 17,2023. This Processing is mediated by Ziraat Yatırım Menkul Değerler A.Ş.
Date: March 3, 2023
At our company's Board of Directors meeting dated 03.03.2022;
In the calculation of the net distributable profit for 2022; 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 2022 which is 380.276.821 TL as it reached the legal limits, and the net distributable period profit was calculated as 380.276.821 TL.
In line with the CMB regulations, taking into account the donations of 545,805 TL during the year, 76,164,525 TL of First Dividend is distributed to the shareholders, corresponding to 20% of the distributable profit, the remaining amount is allocated as Board of Directors Allocation not to exceed 5% in the articles of association, and the remaining amount. Distribution of Second Dividends in the amount of 59,138,139 TL to the Partners, with a total net amount of 270.90% of our nominal issued capital (44.951.051 TL) together with the First Dividend on the basis of the first dividend (total net amount of the First and Second Dividends is 121.772 .398 TL), General Legal Reserves amounting to 15.692.711 TL and the entire remaining amount as Extraordinary Reserves will be submitted to the approval of the Ordinary General Assembly.
For each share traded on the stock exchange with a nominal amount of 1 TL, a net cash dividend of 2.7090 TL will be paid.
Respectfully submitted.
Date: March 3,2023
The Company’s 2022 Annual General Assembly Meeting will take place on March 29, 2023, Wednesday, at 11:30 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 44,951,051.25 TL 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 7, 2023
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 29.12.2022 and numbered 77/1855, the sale transaction of our Company's fixed-rate financial bills with a nominal value of 100.000.000 TL, with a maturity of 175 days, to be sold to qualified investors in the country without public offering, was completed on February 7,2023. This Processing is mediated by Ak Yatırım Menkul Değerler A.Ş.
Date: January 31,2023
JCR Eurasia Rating, in the credit rating process it has carried out, Pınar Süt Mamulleri Sanayii A.Ş. and its Subsidiaries in the investment grade category, the Long Term National Credit Rating of our Company and its subsidiaries is "A (tr)", the Outlook is "Stable".
Long Term International Foreign Currency Rating : BB /(Negative Outlook)
Long Term International Local Currency Rating : BB/( Negative Outlook)
Long Term National Rating: A (tr)/( Stable Outlook)
Short Term National Rating: J1 (tr)/( Stable Outlook)