Date : December 1,2021
The application made to the Capital Markets Board regarding the amendment of Article 6 of the Articles of Association of the Company within the scope of subparagraphs (c) and (ç) of paragraph 1 of Article 25 of the Capital Markets Board's Communiqué on Shares numbered VIII-128.1. The application was approved by the CMB's letter dated 29.11.2021, registered by the Izmir Trade Registry Office on 01.12.2021 and published in the T.T.S.G. dated 01.12.2021 and numbered 10463.
Best Regards,
PINAR SU VE İÇECEK SANAYİ VE TİCARET A.Ş.
Date: November 19,2021
Kobirate Corporate Governance and Credit Rating Services, Inc. ("Kobirate"), which is authorized to carry out ratings in accordance with the Corporate Governance Principles by the Capital Markets Board (CMB) in Turkey, revised the Corporate Governance Rating of our Company as 9.54 out of 10 (95.40%), before it was 9.53 (95.25%).
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 defined as 9.54 by sub-categories are stated as "95.44", "95.67", "96.98" and "94.49" respectively.
As a result of rating process which is based on The Corporate Governance Principles, Kobirate Inc. assigned grade as 9.53 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.
Date: November 12, 2021
At the meeting of our Company's Board of Directors dated 12/11/2021, it was decided to apply to the Capital Markets Board in order to obtain an appropriate opinion on the amendment of Article 6 titled "Registered Capital" of the Company's articles of association within the scope of subparagraphs (c) and (ç) of paragraph 1 of article 25 of the Capital Markets Board's Communiqué on Shares numbered VII-128.1.
Date: November 1, 2021
The rights of the new share acquisition, which related with increase the company’s issued capital from TL 44,762,708.45 to TL 94,762,708.45 (111.70%) fully cash capital increase, started to exercise in October 7, 2021 and ended in October 21, 2021.
Pursuant to our Company's Announcement for Sale to Savings Holders, published on the Public Disclosure Platform on 22/10/2021, the shares with a nominal value of 54,290,526 Turkish Liras remaining after the exercise of our shareholders' right to receive New Shares (Priority) through Ak Investment, the sale of all remaining shares was completed as of 26/10/2021 in the Borsa Istanbul.
In return for the shares representing the increased capital of 50,000,000 TL, a total cash inflow of 37,654,563.02 TL was obtained, 37,445,726.09 TL from the pre-emptive rights used within the exercise period (07/10/2021-21/10/2021) of the right to buy new shares and 208,836.93 TL from the sale of the remaining shares in Borsa Istanbul Primary Market on 26/10/2021. Yaşar Holding A.Ş., the controlling shareholder of the company, deducted 12.500.000 TL of the cash capital debt arising from the capital increase from the non-commercial cash receivables from the Company during the pre-emptive right period.
Date: October 22, 2021
The rights of the new share acquisition, which related with increase the company’s issued capital from TL 44.762.708,45 to TL 94.762.708,45 (111.70%) fully cash capital increase, started to exercise in October 7, 2021 and ended in October 21, 2021. The total nominal value of shares that corresponds to not exercised new share acquisition rights during the exercise of rights, is TL 54,290.526. Unsold shares will be offered to the public in Borsa Istanbul by the agency of Ak Investment between October 26-27, 2021 for 2 (two) weekdays. The nominal value of per share is TL 1 and each share cannot sold less than TL 1. Sales Announcement to the Savers, which involves the principles of initial public offering, is accessible from website of the Public Disclosure Platform (KAP) www.kap.org.tr/en/, Ak Investment www.pinarsu.com.tr address and intermediary firm for trading securities, Ak Investments’ www.akyatirim.com.tr website.
Date: October 5, 2021
In accordance with the Capital Markets Board (CMB) October 1, 2021 dated and nr. E-29833736-105.01.01.01-11383 writing; Capital Markets Board pronounced to approve the prospectus which is related increment of the company’s issued capital from TL 44.762.708,45 to TL 94.762.708,45 with TL 50.000.000 (111.70%) cash capital increase.
- Company’s shareholders have rights to acquire new shares at a rate of 111.70% of their own shares.
- The rights of the new share acquisition are going to be exercised in accordance with the principles stated in the prospectus between October 7-21, 2021 within 15 (fifteen) days period.
- During the exercise of the new share acquisition rights; the par value of 1 share is TL 0.01 and 1 lot (100 number) share will be exposed for sale as TL 1.00.
- It is possible to access the prospectus from websites of the Public Disclosure Platform (KAP) www.kap.org.tr/en/, www.pinarsu.com.tr address and intermediary firm for trading securities, Ak Securities’ www.akyatirim.com.tr addressed website.
- The shares to be issued will be monitored by MKK in accordance with the dematerialization principles. There will be no physical delivery of the shares. Dematerialized shares will be delivered in dematerialized form within the framework of MKK regulations after the completion of the right exercise process.
- After the exercise of the new share acquisitions, unsold shares will be offered to the public in Borsa Istanbul from not under the nominal value of the BİAŞ primary market exercise price in 2 (two) weekdays,
- There is no commitment to purchase the shares cannot be sold.
Date: October 4, 2021
In accordance with the Capital Markets Board (CMB) October 4, 2021 dated and nr. E-29833736-105.01.01.01-11383 writing and within the scope of Article 6 of the Company's Articles of Association titled “Registered Capital”; The Capital Markets Board pronounced to approve the prospectus which is related increment of the company’s issued capital from TL 44.762.708,45 to TL 94.762.708,45 with TL 50.000.000 (111.70%) cash capital increase.
Date: October 1, 2021
CMB Approval for Capital Increase
In accordance with the Company’s Board of Directors decision held on April 29, 2021; on the bulletin of Capital Markets Board (CMB) dated September 30, 2021 and numbered 2021/48, it has been stated that the application has been approved to increase company’s issued capital from TL 44,762,708.45 to TL 94,762,708.45 with TL 50,000,000 (111.70%) cash.
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: September 1, 2021
Financial Affairs and Finance Director Mr. Onur Öztürk has appointed another position under the Yaşar Gorup as of September 1, 2021, Mr. Ufuk Atik is served as a substitute.
Date: August 13, 2021
An agreement has been signed between our company Kobirate Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş. which is officially authorized to perform corporate governance rating in compliance with Corporate Governance Principals of Capital Markets Board on August 13, 2021 regarding the renewal of our corporate governance rating. Validity term of the agreement is one year.
Date: August 11, 2021
In accordance with Article 10 of 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 party Yaşar Dış Ticaret in 2021 fiscal period are expected to reach more than 10% share, which is stated in the Communiquè, the conditions of export registered sales transactions to Yaşar Dış Ticaret A.Ş., 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: May 31, 2021
In accordance with the Company’s Board of Directors decision held on May 28, 2021; it was decided to disclose the report on the use of the fund to be obtained by increasing the issued capital of the company from TL 44,762,708.45 to TL 50,000,000 (11,70%) to TL 94,762,708.45.
Respectfully Submitted.
The Report on the Place of Use the Fund
Date: May 31,2021
Within the scope of our application to increase company’s issued capital from TL 44,762,708.45 to TL 94,762,708.45 with a TL 50,000,000 capital increase, The Prospectus submitted to the approval of Capital Markets Board of Turkey is attached to your information. The finalized version of the Prospectus will be announced separately following the approval of the Capital Markets Board.
In accordance with the Company’s Board of Directors decision, which was announced by Public Disclosure Platform, held on April 29, 2021; it was decided to increase the company’s issued capital from TL 44,762,708.45 to TL 94,762,708.45 with a TL 50,000,000 (111.70%) cash capital increase. Regarding to the capital increase, today (May 31, 2021) an application has been made to the Capital Markets Board.
Date: April 29, 2021
At the Company’s Board of Directors Meeting held on April 29, 2021, it was decided;
to increase company’s issued capital from TL 44,762,708.45 to TL 94.762.708,45 with a TL 50,000,000 (111.70%) cash capital increase within the scope of sixth article of Company’s Articles of Association Registered Capital named,
to issue the shares which represent the capital of TL 50,000,000 as bearer and not to restrict to the shareholders’ option to purchase, to provide the right to preference at par value,
to determine the period of right to preference selling within 15 (fifteen) days and after that, to offer unsold shares to the public in Borsa Istanbul in the BİAŞ Primary Market with market price in 2 (two) weekdays but not to be sold under the nominal value,
to obtain necessary prior authorization from Capital Markets Board to increase the issued capital up to TL 94.762.708,45 and to take all required actions for completion of the capital increase.
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, Ms. Yeşim Güra 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. Yılmaz Gökoğlu and Mr. Cengiz Erol 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. Sezai Bekgöz, Mr. Cengiz Erol and Mr. Onur Öztürk be appointed as Members.
Dates: April 2, 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.
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 1, 2021.
Dates: March 30,2021
In the meeting dated March 30, 2021, Pınar Su ve İçecek 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 25,2021
In Company's Ordinary General Assembly Meeting 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 Company's registered capital upper limit to 2025 and the increase of the registered capital upper limit to 220,000,000 TL.
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.
Since the activities of Company in 2020 resulted in a loss, it was decided to pass the article of year profit without discussion.
In 2020 Ordinary General Assembly Meeting of the 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 the company to audit Financial Statements and Reports for a period of one year which covers 2021 fiscal periods.
2.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, Mustafa Selim YAŞAR, İdil YİĞİTBAŞI, Cengiz EROL, Yılmaz GÖKOĞLU as members of Board of Directors and Sezai BEKGÖZ ve 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 2021.
Shareholders have been presented information about the resumes of board members which have been disclosed on the company’s websites.
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 50,000,000 TL specified in Article 6 of the Company's Articles of Association will expire at the end of 2021. The amendment of Article 6, titled "Registered Capital", of the Company's articles of association regarding the extension of the validity period of the Company's registered capital upper limit to 2025 and regarding the increase in the registered capital upper limit from 50,000,000 TL to 220,000,000 TL, T.R. Preliminary permission letter dated 11.02.2021and numbered E-29833736-110.04.04-1647 of the Capital Markets Board Presidency Partnership Finance Department and T.R. The preliminary permission, dated 18.02.2021, numbered E-50035491-431.02-000061601127, 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 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.It has been decided that agenda item titled profit for the year would be passed without discussion due to the company’s 2020 activities ended up with loss.
Date: 17.03.2021
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, 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 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 Company’s Board of Directors Meeting held on March 1, 2021, it has been decided to submit to approval of the Ordinary General Assembly Meeting, the proposal to not distribute any dividends because of the Company’s 2020 activities ended up with loss.
The Company’s 2020 Annual General Assembly Meeting will take place on March 25, 2021, Thursday, at 10:00 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 44,762,708.445 TL consists of bearer shares and each share entitles its holder one vote for shareholders or their proxies who will attend general assembly meetings.
Agenda of General Assembly - 2020
Ordinary General Assembly Meeting Outcomes - 2020
Dated: February 15,2021
The amendment of Article 6, titled "Registered Capital", of the Company's articles of association regarding the extension of the validity period of the Company's registered capital upper limit to 2025 and regarding the increase in the registered capital upper limit from 50,000,000 TL to 220,000,000 TL. It was approved by the Capital Markets Board's letter dated February 11, 2021 and numbered E-29833736-110.04.04-1647 and conveyed to the Company. 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.
PINAR SU İÇECEK SANAYİ VE TİCARET A.Ş.
Date: February 15, 2021
The draft amendments to the articles of association regarding the extension of the validity period of the registered capital upper limit of the company to 2025 and the increase of the registered capital upper limit to 220,000,000 TL , have been approved by the T.R. 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.
Dated: February 4,2021
With the decision of the Company's Board of Directors dated February 3, 2021, it was decided to determine the registered capital upper limit of 50.000.000 TL specified in the 6th article of the Company's Articles of Association as 220.000.000 TL and decided to extend the validity period of the registered capital upper limit to cover the years 2021-2025 since the 5-year validity period 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.
Date: February 3, 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 50,000,000 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 the Company's capital upper limit to cover the years 2021-2025. At the same time, it has been decided to increase the registered capital upper limit specified in Article 6 titled "Registered Capital" from 50,000,000 TL to 220,000,000 TL. 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 has accepted the registered capital system in accordance with the provisions of the Capital Market Law numbered 6362 and switched to the registered capital system with the permission of the Capital Markets Board dated 30.04.2013 and numbered 15/491.
The registered capital of the company is 50,000,000 Turkish Liras.
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 capital increase decision beyond 2021, for a previously permitted ceiling amount, or for a new ceiling amount, it is obligatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board. In case of failure to obtain such authorization, a capital increase cannot be made with the decision of the board of directors.
The issued capital of the company is 44,762,708.45 TL, which is fully paid, and divided into 4,476,270,845 bearer shares each with a nominal value of 1 Kr.
The Board of Directors is authorized to increase the issued capital between 2017-2021 by issuing bearer shares up to the registered capital ceiling, whenever it deems necessary, in accordance with the provisions of the Capital Market Law and the regulations of the Capital Markets Board.
In accordance with the provisions of the Capital Market Law, the Board of Directors is authorized to issue shares above or below their nominal value, and to limit the rights of shareholders to receive new shares.
Shares representing capital are monitored within the framework of dematerialization principles.
NEW VERSION
The registered capital of the company is 220,000,000 Turkish Liras.
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 capital increase decision beyond 2025, it is obligatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board for a previously permitted ceiling amount, or for a new ceiling amount. In case of failure to obtain such authorization, a capital increase cannot be made with the decision of the board of directors.
The Board of Directors is authorized to increase the issued capital between 2021-2025 by issuing bearer shares up to the registered capital ceiling, whenever it deems necessary, in accordance with the provisions of the Capital Market Law and the regulations of the Capital Markets Board.