Date: December 31, 2022
Pınar Süt Mamülleri Sanayii A.Ş. evaluated by JCR Eurasia.
You can find detailed information in the attached PDF file.
Date: December 30,2022
Based on our company's statement dated 01.12.2022, the nominal amount of TL 1,200,000,000 (One billion two hundred million Turkish Liras) is not exceeded, with a maximum maturity of 3 (three) years (including 3 years), in Turkish Lira, in different terms. Our application to the Capital Markets Board for the approval of the issuance document for the issuance of debt instruments (bonds and/or financing bills) for sale to qualified investors and/or privately held, in one or more times, without public offering, was submitted to the Capital Markets Board in December 29,2022. It was approved at the meeting dated 77/1855. CMB Approved Issue Document and its Attachment together with the Application Form is attached.
Respectfully submitted.
Best Regards,
PINAR SÜT MAMULLERİ SANAYİİ A.Ş.
The application made by the Company to the Capital Markets Board for the approval of the issuance document prepared for the issuance of debt instruments (bonds and/or financing bills) was approved at the meeting of the Capital Markets Board dated 29.12.2022 and numbered 77/1855. It is planned that the debt instrument to be not exceeding the nominal amount of TRY 1.200,000,000 (One Million Two Hundred Thousand Turkish Liras), with a maximum maturity of 3 (three) years (including 3 years), in Turkish Lira, in the country, one or more at a time, sale to qualified investors and/or privately, without public offering.
Date: December 6, 2022
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 01.09.2022 and numbered 47/1293, the sale transaction of our Company's fixed-rate financial bills with a nominal value of 150.000.000 TL, with a maturity of 178 days, to be sold to qualified investors in the country without public offering, was completed on December 5,2022. This Processing is mediated by Ziraat Yatırım Menkul Değerler A.Ş.
Regards,
Date: December 1, 2022
Based on our company's statement dated October 17,2022, Company applied to Capital Markets Board on December 1,2022 for the approval of the issuance certificate prepared for the company to issue debt instruments (bonds and/or financing bills) that will not be exceeding the nominal amount of TRY 1.200,000,000 (One Million Two Hundred Thousand Turkish Liras) and will be selling to qualified investors and/or privately, without being offered to the public, with a maximum maturity of 3 (three) years (including 3 years) in different terms, in Turkish Lira, within the country, in one or more times, to qualified investors and/or privately, without being offered to the public.
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 9,35 (93,51) out of 10 , before it was 9,33 (93,31).
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 9.33 by sub-categories are stated as "88.20", "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 9.35 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.
Date: October 17,2022
In our Company's Board of Directors meeting dated October 17, 2022, in accordance with the authority set forth in Article 7 of our Company's Articles of Association, titled "Issuance of Bonds and Other Securities"; 1. The nominal amount of 1.200.000.000 TL (One billion two hundred million Turkish Liras) shall not exceed the nominal amount, with a maximum maturity of 3 (three) years (including 3 years) in different terms, in Turkish Lira, within the country, in one or more times issuance of debt instruments to be sold to qualified investors and/or privately, without being offered to the public, determination of all conditions, distribution principles and collections, completion of the sale and trading in Borsa İstanbul A.Ş. Ziraat Yatırım Menkul Değerler A.Ş. It has been decided 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.
We present it to your information.
Date: October 11,2022
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 01.09.2022 and numbered 47/1293, Company's sales transaction of discounted financial bills with a nominal value of TRY 200,000,000, with a maturity of 177 days, sold to qualified investors without public offering in the country, it was completed in 10.10.2022 and the transfer of the transaction was realized on 11.10.2022. In this process, Ziraat Yatırım Menkul Değerler A.Ş. has mediated.
Date: 11.10.2022
The redemption of the TRFPNSTE2214 ISIN code with a maturity of 82 days, with a nominal value of 150,000,000 TL, which was sold to qualified investors without public offering of our company, was made on 11 October 2022 (today), and the payment amounts were transferred to their free accounts to members of Takasbank A.Ş.
Saygılarımızla,
Date: September 21,2022
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 01.09.2022 and numbered 47/1293, Company's sales transaction of discounted financial bills with a nominal value of TRY 150,000,000, with a maturity of 177 days, sold to qualified investors without public offering in the country, it was completed in 20.09.2022 and the transfer of the transaction was realized on 21.09.2022. In this process, Ziraat Yatırım Menkul Değerler A.Ş. has mediated.
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 and Yaşar Dış Ticaret in 2022 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: September 2,2022
The application made by the Company to the Capital Markets Board for the approval of the issuance document prepared for the issuance of debt instruments (bonds and/or financing bills) was approved at the meeting of the Capital Markets Board dated 01.09.2022 and numbered 47/1293. It is planned that the debt instrument to be not exceeding the nominal amount of TRY 500,000,000 (Five Hundred Million Turkish Liras), with a maximum maturity of 3 (three) years (including 3 years), in Turkish Lira, in the country, one or more at a time, sale to qualified investors and/or privately, without public offering.
CMB Approved Issue Document and Attachment
Application Form
Date: August 5, 2022
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, 2022 regarding the renewal of our corporate governance rating. Validity term of the agreement is one year.
Date: July 25, 2022
At the Company's Board of Directors meeting held on July 25, 2022, pursuant to the authority set forth in Article 7 of our Company's Articles of Association, titled "Issuance of Bonds and Other Securities"; it has been decided to issue debt instruments ;
- Not exceeding the nominal amount of TRY 500,000,000 (Five hundred million Turkish Liras) nominal amount, 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,
- 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 this 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.
Date: July 21,2022
Within the scope of the debt instrument issuance limit approved at the meeting of the Capital Markets Board dated 16.06.2022 and numbered 32/924, Company's sales transaction of discounted financial bills with a nominal value of TRY 150,000,000, with a maturity of 82 days, sold to qualified investors without public offering in the country, it was completed in 20.07.2022 and the transfer of the transaction was realized on 21.07.2022. In this process, Ziraat Yatırım Menkul Değerler A.Ş. has mediated.
Date: June 17,2022
The application made by the Company to the Capital Markets Board for the approval of the issuance document prepared for the issuance of debt instruments (bonds and/or financing bills) was approved at the meeting of the Capital Markets Board dated 16.06.2022 and numbered 2022/30. It is planned that the debt instrument to be not exceeding the nominal amount of TRY 150,000,000 (One Hundred and Fifty Million Turkish Liras), with a maximum maturity of 3 (three) years (including 3 years), in Turkish Lira, in the country, one or more at a time, sale to qualified investors and/or privately, without public offering. CMB Approved Issue Document and its Attachment together with the Application Form is attached.
The application made by the Company to the Capital Markets Board for the approval of the issuance document prepared for the issuance of debt instruments (bonds and/or financing bills) was approved at the meeting of the Capital Markets Board dated 16.06.2022 and numbered 2022/30. It is planned that the debt instrument to be not exceeding the nominal amount of TRY 150,000,000 (One Hundred and Fifty Million Turkish Liras), with a maximum maturity of 3 (three) years (including 3 years), in Turkish Lira, in the country, one or more at a time, sale to qualified investors and/or privately, without public offering.
Date: May 13, 2022
Based on company's material event statement dated January 1,2022, Company applied to Capital Markets Board on May 13,2022 for the approval of the issuance certificate prepared for the company to issue debt instruments (bonds and/or financing bills) that will not be exceeding the nominal amount of TRY 150,000,000 (One Hundred and Fifty Million Turkish Liras) and will be selling to qualified investors and/or privately, without being offered to the public, with a maximum maturity of 3 (three) years (including 3 years) in different terms, in Turkish Lira, within the country, in one or more times, to qualified investors and/or privately, without being offered to the public.
Dates: April 29,2022
The Board of Directors resolved that in its meeting dated April 29, 2022 in accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board;
Audit Committee be comprised of two independent members and Mr. Metin Akman be appointed as Head of Committee, Ms. Yeşim Güra be appointed as Members,
Early Determination of Risks Committee be comprised of three members and Mr. Metin Akman be appointed as Head of Committee and, Ms. Yeşim Güra and Mr. Kemal Semerciler 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 Ms. Yeşim Güra be appointed as Head of Committee and Mr. Metin Akman, Mr. Yılmaz Gökoğlu and Mr. Barış Kav be appointed as Members.
Date: April 29, 2022
Pınar Süt’s Board of Directors, at its meeting on April 29, 2022, decided to appoint Mr. Barış Kav holding Capital Markets Activities Advanced Level License as the Manager of Investor Relations Department.
Contact information of Investor Relations Team is stated below:
Barış Kav – Head of the Investor Relations Department
Telephone Number: 0 232 495 00 00
E-mail:investorrelations@pinarsut.com.tr
Erdoğan Kutluay- Investor Relations Department Officer
Telephone Number: 0 232 436 15 15
E-mail: investorrelations@pinarsut.com.tr
Dates: April 14, 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 14, 2022.
Respectfully Submitted.
Dates: April 06,2022
In the meeting dated April 6, 2022, 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.
Dated: March 29,2022
At the Ordinary General Assembly meeting of our company held on 29.03.2022, the proposal regarding profit distribution was accepted by majority of votes.
The dividend distribution proposal approved at the General Assembly is as follows:
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 117,343,109 as it reached the legal limits, and the net distributable period profit was calculated as TL 117,343,109.
Based on the calculated distributable profit; in line with CMB regulations, and by taking into account donations amounting to 404,737 TL, the distribution of the First Dividend to Shareholders in the amount of 23,549,569 TL , which corresponds to 20% of the distributable profit, the allocation of the amount not exceeding 5% of the remaining amount in the articles of association for the Board of Directors, the allocation of the amount not exceeding 3% of the remaining amount to foundations established for various purposes and the distribution of a Second Dividend to the Shareholders in the amount of 71,297,149 TL (total net amount of the First and Second Dividend 85,362,046 TL) that will meet 189,90% of our capital issued as nominal with the first dividend (44,951,051 TL) over the remaining amount, the allocation of a General Legal Reserve Fund in the amount of 9,994,917 TL and the allocation of the entire remaining amount as an Extraordinary Reserve Fund.
In 2021 Ordinary General Assembly Meeting of our Company which was held on 29 March 2022, the following decisions have been taken.
1. Elected to the vacant board of directors during the year, Yılmaz GÖKOĞLU's membership was approved.
2.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 2022 fiscal periods.
3. Pursuant to Article 8 of Company’s Articles of Association, the number of Board Directors was determined as 3 independent and 7 in total. Emine Feyhan YAŞAR, İdil YİĞİTBAŞI, Kemal SEMERCİLER, Yılmaz GÖKOĞLU and Mehmet AKTAŞ as members of Board of Directors, Metin AKMAN and Yeşim GÜRA 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 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 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 117,343,109 as it reached the legal limits, and the net distributable period profit was calculated as TL 117,343,109.
Based on the calculated distributable profit;
In line with CMB regulations, and by taking into account donations amounting to TL 404,737, the distribution of the First Dividend to Shareholders in the amount of TL 23,549,569, which corresponds to 20% of the distributable profit, the allocation of the amount not exceeding 5% of the remaining amount in the articles of association for the Board of Directors, the allocation of the amount not exceeding 3% of the remaining amount to foundations established for various purposes and the distribution of a Second Dividend to the Shareholders in the amount of TL 71,297,149 (total net amount of the First and Second Dividend TL 85,362,046) that will meet 189,90% of our capital issued as nominal with the first dividend (TL 44,951,051) over the remaining amount, the allocation of a General Legal Reserve Fund in the amount of 9,994,917 TL and the allocation of the entire remaining amount as an Extraordinary Reserve Fund.
For each share traded on the stock exchange with a nominal value of TL 1, a net cash dividend of TL 1.1250 will be paid.
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, Company's 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 2021.
Date: March 11, 2022
Company's Board of Directors reviewed the dividend distribution decision dated 02.03.2022 at its meeting dated March 10, 2022;
In the calculation of the net distributable profit for 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 117,343,109 as it reached the legal limits, and the net distributable period profit was calculated as TL 117,343,109.
In line with CMB regulations, and by taking into account donations amounting to TL 404,737 , the distribution of the First Dividend to Shareholders in the amount of TL 23,549,569 , which corresponds to 20% of the distributable profit, the allocation of the amount not exceeding 5% of the remaining amount in the articles of association for the Board of Directors, the allocation of the amount not exceeding 3% of the remaining amount to foundations established for various purposes and the distribution of a Second Dividend to the Shareholders in the amount of TL 71,297,149 (total net amount of the First and Second Dividend TL 85,362,046) that will meet 189,90% of our capital issued as nominal with the first dividend (TL 44,951,051) over the remaining amount, the allocation of a General Legal Reserve Fund in the amount of TL 9,994,917 and the allocation of the entire remaining amount as an Extraordinary Reserve Fund.
For each share traded on the stock exchange with a nominal value of TL 1, a net cash dividend of TL 1.1250 will be paid. We submit to your information.
We submit to your information.
Respectfully yours,
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 Provisional Tax Declaration for the period 01.01.2021 - 31.12.2021 is attached as a pdf file.
Income Statement-31.12.2021
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. Yılmaz GÖKOĞLU was elected.
Date: February 4,2022
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 (Trk)", the Outlook is "Stable", the Short-term National Credit Rating is "A-1 (Trk)", the Outlook is " determined as "Stable".
Long Term International Foreign Currency Rating : BB /(Stable Outlook)
Long Term International Local Currency Rating : BB/( Stable Outlook)
Long Term National Rating: A (Trk)/( Stable Outlook)
Long Term Issue Rating : -
Short-Term International Foreign Currency Rating: B/( Stable Outlook)
Short Term International Local Currency Rating: B/( Stable Outlook)
Short Term National Rating: A-1 (Trk)/( Stable Outlook)
Short Term Issue Rating : -
Support Note: 2
Note of Independence from Partners: EU
Best regards,
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