Date: November 18, 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 9.32 out of 10 (93.25%), before it was 9.27 (92.71%).
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 9.32 by sub-categories are stated as "88.08", "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 9.32 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 SÜT MAMULLERİ SANAYİİ A.Ş.
Date: August 5, 2019
An agreement has been signed between our company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. which is officially authorized to perform corporate governance rating in compliance with Corporate Governance Principals of Capital Markets Board on August 5, 2019 regarding the renewal of our corporate governance rating. Validity term of the agreement is one year.
Respectfully Submitted.
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 Dağıtım Turizm ve Ticaret A.Ş. and Yaşar Dış Ticaret in 2019 fiscal period are expected to reach more than %10 share, which is stated in the Communiquè, the conditions of the 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 15, 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 9, 2019 and publicized on 9809 numbered and April 15, 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 9, 2019.
Date: April 5, 2019
In the meeting dated April 5, 2019, Pınar Süt Board of Directors resolved that, Ms. İdil Yiğitbaşı be appointed as the Chairperson of the Board of Directors, Ms. Emine Feyhan Yaşar be appointed as the Vice-Chairperson of the Board.
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. Metin Akman was elected to membership of the committee,
Committee for Early Determination of Risks, would be composed of three members and Mr. Kemal Semerciler was elected to chairmanship and Mr. Cengiz Erol, Mr. Yılmaz Gökoğlu were elected to memberships of the committee.
Corporate Governance Committee 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 committe, which also fulfills the tasks of the Remuneration Committee and Nominating Committee in accordance with the Communiquè.
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 49,216,305 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 49,216,305.
The following proposal concerning the allocation of the TL 49,216,305 distributable profit, is concluded to be submitted to the approval of the Ordinary General Assembly:
TL 10,345,601 will be distributed to shareholders as first dividend. This corresponds to 20% of distributable profit when TL 2,511,700 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 8,758,596 will be distributed among shareholders as a second dividend. The net combined total of first and second dividends amounts to TL 16,238,567. This corresponds to 36.13% of our issued capital, which amounts to TL 44,951,051, TL 1,990,457 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 0.3613 on each share of its stock with a par value of TL 1.00.
Yours Sincerely,
In 2018 Ordinary General Assembly Meeting of our Company which was held on March 28, 2019, 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 2019 fiscal periods.
2. Pursuant to Article 8 of Company’s Articles of Association, the number of Board Directors was determined as 2 independent and 7 in total. Emine Feyhan YAŞAR, Mustafa Selim YAŞAR, İdil YİĞİTBAŞI, Cengiz EROL, Yılmaz GÖKOĞLU as members of Board of Directors and Kemal SEMERCİLER and Metin AKMAN 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 2019.
Information about resumes of the members of Board of Directors published in the websites of the Company before the General Assembly Meeting was given.
3. 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.
4. 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 latest disclosed annual balance sheet.
5. 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 49,216,305 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 49,216,305.
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 Süt 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 its meeting dated March 1, 2019 the Company's Board of Directors; concluded to submit the following Profit Distribution Proposal for approval at the Annual General Assembly meeting;
TL 10,345,601 will be distributed to shareholders as first dividend. This corresponds to 20% of distributable profit when TL 2,511,700 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, of the remainder, the amount of TL 9,882,372 will be distributed among shareholders as a second dividend. The net combined total of first and second dividends amounts to TL 14,519,190. This corresponds to 38.25% of our issued capital, which amounts to TL 17,193,777, of the remainder, TL 1,992,042 will be set aside as a General Legal Reserve, of the remainder, all will be set aside as Extraordinary Reserves.
If this proposal is approved, the Company will be paying out a net cash dividend amounting to TL 0.3825 on each share of its stock with a par value of TL 1.00.
The Company’s 2018 Annual General Assembly Meeting will take place on March 28, 2019, Thursday, at 11:30 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 44,951,051.25 consists of Class A and B registered, Class B bearer and each share entitles its holder one vote for shareholders or their proxies who will attend general assembly meetings.
General Assembly and Agenda - 2018