Date: January 19,2022
Ms. Emine Feyhan YAŞAR is appointed as the Vice-Chairperson of the Board.
Respectfully submitted.
Best Regards,VİKİNG KAĞIT VE SELÜLOZ A.Ş.
Date: November 27,2021
Procedures Conducted Under Article 376 of Turkish Commercial Code
According to the financial statements of Viking Kağıt for the period January 1 - September 30, 2021, prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of November 27,2021.
In accordance with the resolution of the Capital Markets Board dated April 10, 2014 numbered 11/352 and 3rd clause of the article 376 of TTC, it has become an obligatory to prepare an interim balance sheet (TTK 376 balance sheet) based on fair value of the Company’s assets.
In the meeting dated August 6,2021, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2021 and 30.09.2021 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
In this context, KPMG Independent Audit and SMMM A.Ş. A brand valuation study has been carried out by our company, and within the framework of the valuation, the current value of the off-balance sheet asset brands of our company has been determined as 42,230,000 TL. On the other hand, in the Provisional Article 1 of the Communiqué on Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102, the exchange differences arising from the foreign currency liabilities that have not yet been fulfilled as of September 30, 2021, and for the period of 2020 and 1 January – 30 September 2021, it is stipulated that half of the total of expenses, depreciation and personnel expenses arising from accrued leases may not be taken into account, and within this framework, the total of the expense items that cannot be taken into account in the calculations of the Company's TTK 376 is 49,122,216 TL.
When the provisions of the Provisional Article 1 of the CMB's Principle Decision dated April 10, 2014 and numbered 11/352 and the Communiqué on the Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code are evaluated together, the equity of the company in terms of the evaluation to be made within the scope of article 376 of the Turkish Commercial Code reaches 14,252,280 TL. Since the shareholders' equity of the company calculated in this way shows that 34% of the total of the capital and legal reserves are protected, the precautions stipulated in article 376 of the TCC do not need to be taken.
Best Regards,
VİKİNG KAĞIT VE SELÜLOZ 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: 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 Dış Ticaret A.Ş. in 2021 fiscal period are expected to reach more than %10 share, which is stated in the Communiquè; Conditions of the transactions, which are related to the export sales by Yaşar Dış Ticaret A.Ş., the price determination methods and the reasons behind the choice of this method, are all explained and concluded that the transactions are appropriate to the market conditions and arm's length principle.
Respectfully Submitted.
Date: August 09, 2021
According to the financial statements of Viking Kağıt for the period January 1 - June 30, 2021, prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of August 9, 2021.
In the meeting dated August 6,2021, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2021 and 31.06.2021 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
In this context, KPMG Independent Audit and SMMM A.Ş. A brand valuation study has been carried out by our company, and within the framework of the valuation, the current value of the off-balance sheet asset brands of our company has been determined as 42,230,000 TL. On the other hand, in the Provisional Article 1 of the Communiqué on Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102, the exchange differences arising from the foreign currency liabilities that have not yet been fulfilled as of June 30, 2021, and for the period of 2020 and 1 January – 30 June 2021, it is stipulated that half of the total of expenses, depreciation and personnel expenses arising from accrued leases may not be taken into account, and within this framework, the total of the expense items that cannot be taken into account in the calculations of the Company's TTK 376 is 40,667,005 TL.
When the provisions of the Provisional Article 1 of the CMB's Principle Decision dated April 10, 2014 and numbered 11/352 and the Communiqué on the Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code are evaluated together, the equity of the company in terms of the evaluation to be made within the scope of article 376 of the Turkish Commercial Code reaches 23,091,581 TL. Since the shareholders' equity of the company calculated in this way shows that 55% of the total of the capital and legal reserves are protected, the precautions stipulated in article 376 of the TCC do not need to be taken.
Date: April 30, 2021
According to the financial statements of Viking Kağıt for the period January 1 - March 31, 2021, prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of April 30, 2021.
In the meeting dated April 29,2021, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2021 and 31.03.2021 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
In this context, KPMG Independent Audit and SMMM A.Ş. a brand valuation study has been carried out by our company, and within the framework of the valuation, the current value of the off-balance sheet asset brands of our company has been determined as 42,230,000 TL. On the other hand, in the Provisional Article 1 of the Communiqué on Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102, the exchange differences arising from the foreign currency liabilities that have not yet been fulfilled as of March 31, 2021, and for the period of 2020 and 1 January - 31 March 2021, It is stipulated that half of the total of expenses, depreciation and personnel expenses arising from accrued leases may not be taken into account, and within this framework, the total of the expense items that cannot be taken into account in the calculations of the Company's TTK 376 is 30,224,899 TL.
When the provisions of the Provisional Article 1 of the CMB's Principle Decision dated April 10, 2014 and numbered 11/352 and the Communiqué on the Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code are evaluated together, the equity of the company in terms of the evaluation to be made within the scope of article 376 of the Turkish Commercial Code reaches 31,505,057 TL. Since the shareholders' equity of the company calculated in this way shows that 75% of the total of the capital and legal reserves are protected, the precautions stipulated in article 376 of the TCC do not need to be taken.
Date: April 16, 2021
In accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board , In the Board Meeting dated April 16, 2021 resolved that,
Audit Committee would be composed of two independent members and Mr. Feyzi Onur Koca was elected to chairmanship and Ms. Nalan Erkararkaş was elected to membership of the committee,
Committee for Early Determination of Risks would be composed of four members and Mr. Feyzi Onur Koca was elected to chairmanship and Ms. Nalan Erkarakaş, Mr. Yılmaz Gökoğlu ve Mr. Cengiz Erol were elected to memberships of the committee.
Date: April 15, 2021
In the Board Meeting dated April 15, 2021, with the resignation of Independent Board Member Murat BOLAT dated April 1,2021, it was decided to appoint Ms. Nalan ERKARAKAŞ for complete the term of office of the appointed member and her membership to be submitted to the approval of the first General Assembly to be held.
Date: April 1, 2021
In accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board, In the Board Meeting dated April 1, 2021 resolved that,
Corporate Governance Committee would be composed of four members and Mr. Feyzi Onur Koca was elected to chairmanship and Mr. Cengiz Erol, Mr. Yılmaz Gökoğlu and Mr. Süleyman Sezer were elected to memberships of the committe.
Date: April 01, 2021
Murat BOLAT, who was elected as an Independent Member of the Board of Directors in the 2020 Ordinary General Assembly, informed us that he would like to leave his Independent Board of Directors membership because of density of his works. The board of directors of the company has decided to accept the resignation of the member and to register and announce this decision in the April 1, 2021 meeting.
Date: March 31, 2021
The Company’s 2020 Ordinary General Assembly Meeting results, held on March 26, 2021, are registered by Aliağa Trade Register Office on March 31, 2021.
Date: March 30, 2021
In the meeting dated March 30, 2021, Board of Directors resolved that, Ms. İdil YİĞİTBAŞI be appointed as the Chairperson of the Board of Directors, Mr. Mustafa Selim YAŞAR be appointed as the Vice-Chairperson of the Board.
Date: March 26, 2021
In the Ordinary General Assembly Meeting of the Company held on March 26, 2021,
The amendment of Article 3 of our company's articles of association titled "The Purpose and Subject of the Company" was approved.
In the Ordinary General Assembly Meeting of the Company held on March 26, 2021, The amendment of Article 6 titled "Registered Capital" of our Company's articles of association regarding the extension of the validity period of our Company's registered capital ceiling to 2025 was approved.
In the Ordinary General Assembly Meeting of the Company held on March 26, 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 2019 Ordinary General Assembly Meeting of our Company which was held on 26 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 2020 fiscal periods.
2. Pursuant to Article 11 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 Feyzi Onur KOCA and Murat BOLAT 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.
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. Due to the fact that our company will start to sell and trade all kinds of biocidal products, including disinfectants, as well as personal protective equipment and/or medical device masks, by using composite packaging waste as raw material within the scope of beverage carton recycling, regarding the amendment of Article 3 of the Company's Articles of Association, titled "The Purpose and Subject of the Company", T.R. Preliminary permission letter dated 05.03.2021 and numbered E-29833736-110.03.03-2959 of the Capital Markets Board Presidency Partnership Finance Department and T.R. The preliminary permit dated 11.03.2021, numbered E-50035491-431.02-00062245115 obtained from the Ministry of Commerce, 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. 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 80,000,000 TL 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 the company's registered capital ceiling to cover the years 2021-2025, T.R. Preliminary permission letter dated 10.02.2021 and E-29833736-110.04.04-1632 of the Capital Markets Board Presidency Partnership Finance Department and T.R. The preliminary permission, dated 16.02.2021, numbered E-50035491-431.02-00061533933, 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.
5.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.
6. Information was given to the General Assembly concerning The Company’s donations and grants to foundations and associations in 2019 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2020, as 0.1% of Total Assets of latest disclosed annual balance sheet.
7. The point of dividend payment is decided to pass without any discussion due to making a loss in 2019 activities.
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 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 10, 2021
Amendment of Article 3 of our company's articles of association titled "Purpose and Subject of the Company", İt was approved by the Capital Markets Board's letter dated March 5,2021 and numbered E-29833736-110.03.03-2959 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 T.R. Ministry of Commerce.
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 due to the Company’s 2020 activities ended up with loss.
The company’s 2017 Annual General Assembly Meeting will take place on March 26, 2021, Friday, 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 TL 42,000,000 consists of the shares of registered completely and each share entitles its holder one vote for shareholders or their proxies who will attend general assembly meetings.
Date: 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. It was approved by the Capital Markets Board's letter dated February 10, 2021 and numbered E-29833736-110.04.04-1632 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 T.R. Ministry of Commerce.
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
With the decision of the Company's Board of Directors dated February 4, 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.
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 80,000,000 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 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 Markets Law dated 6.12.2012 and numbered 6362 and with the decision of the Capital Markets Board dated 30.04.2013 and numbered 15/491, has adopted the Registered Capital System and has switched to this system accordingly.
The registered Capital of the Company is 80,000,000.-TL (EIGHTY MILLION 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 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, a capital increase cannot be made with the decision of the board of directors.
The issued capital of the Company is 42,000,000. - TL (FORTYTWO MILLION TURKISH LIRAS) divided into 4,200,000,000 (four billion two hundred million) bearer shares, each with a nominal value of 1 Kr, and the entire issued capital was paid by the shareholders free of collusion.
The issued capital, which was previously 45,000,000. -TL (FORTY-FIVE MILLION TURKISH LIRAS), this time by decreasing 23,900,000. -TL (TWENTY-THREE MILLION NINE HUNDRED THOUSAND LIRAS) from the capital, which was fully paid in cash, and by using the reduced amount to offset the losses of the previous years, was reduced to 21,100,000.-TL (TWENTYONE MILLION HUNDRED THOUSAND TURKISH LIRAS) and simultaneously increased to 42,000,000.- TL (FORTY-TWO MILLION TURKISH LIRAS) by covering all in cash.
The Board of Directors is authorized to increase the issued capital between 2017-2021 by issuing bearer shares up to the amount of registered capital when deemed necessary in accordance with the provisions of the Capital Markets Law. The Board of Directors is authorized to take decisions on issuing shares above and below their nominal value and limiting the shareholders’ right to purchase new shares in accordance with the provisions of the Capital Markets Law.
Shares representing the capital are monitored through records within the framework of dematerialization principles.
NEW VERSION
The company, in accordance with the provisions of the Capital Markets Law dated 6.12.2012 and numbered 6362, and with the decision of the Capital Markets Board dated 30.04.2013 and numbered 15/491, has adopted the Registered Capital System and has switched to this system accordingly.
The registered capital ceiling permission given by the Capital Markets 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 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, 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 amount of registered capital when deemed necessary in accordance with the provisions of the Capital Markets Law.
The Board of Directors is authorized to take decisions on issuing shares above and below their nominal value and limiting the shareholders’ right to purchase new shares in accordance with the provisions of the Capital Markets Law.
Date: October 27, 2020
According to the financial statements of Viking Kağıt for the period January 1 – September 30, 2020 prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of October 27, 2020.
In the meeting dated October 26, 2020, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2020 and 30.09.2020 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
Within the framework of the valuation by KPMG Bağımsız Denetim ve SMMM A.Ş., TTK 376 balance sheet including brands’ current value (TL 42,230,000) which is an off-balance sheet asset was prepared and enclosed herewith. The Company’s equity has been determined as TL 22,023,038 that shows the Company’s issued capital of TL 42,000,000 is 52% protected. The precautions stipulated in article 376 of the TCC do not need to be taken.
Date: August 10, 2020
According to the financial statements of Viking Kağıt for the period January 1 – June 30, 2020 prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of August 10, 2020.
In the meeting dated August 7, 2020, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2020 and 30.06.2020 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
Within the framework of the valuation by KPMG Bağımsız Denetim ve SMMM A.Ş., TTK 376 balance sheet including brands’ current value (TL 42,230,000) which is an off-balance sheet asset was prepared and enclosed herewith. The Company’s equity has been determined as TL 35,315,624 that shows the Company’s issued capital of TL 42,000,000 is 84% protected. The precautions stipulated in article 376 of the TCC do not need to be taken.
Date: June 30, 2020
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 2020 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 Dış Ticaret A.Ş. in 2020 fiscal period are expected to reach more than %10 share, which is stated in the Communiquè; Conditions of the transactions, which are related to the export sales by Yaşar Dış Ticaret A.Ş., the price determination methods and the reasons behind the choice of this method, are all explained and concluded that the transactions are appropriate to the market conditions and arm's length principle.
Date: May 29, 2020
According to the financial statements of Viking Kağıt for the period January 1 - March 31, 2020 prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of sum of capital and legal reserves remained inadequate, including the explanations in footnote 2 of the related financial statements has been disclosed to the public as of May 29, 2020.
In the meeting dated May 27, 2020, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2020 and 31.03.2020 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
Within the framework of the valuation by KPMG Bağımsız Denetim ve SMMM A.Ş., TTK 376 balance sheet including brands’ current value (TL 42,230,000) which is an off-balance sheet asset was prepared and enclosed herewith. The Company’s equity has been determined as TL 41,196,741 that shows the Company’s issued capital of TL 42,000,000 is 98% protected. The precautions stipulated in article 376 of the TCC do not need to be taken.
Date: April 7, 2020
In the General Assembly Meeting of Viking Kağıt dated March 26, 2020, 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 2020 financial statements was registered by Izmir Trade Register Office on April 2, 2020 and publicized on 10053 numbered and April 7, 2020 dated Trade Registry Gazette.
Date: April 2, 2020
The Company’s 2019 Ordinary General Assembly Meeting results, held on March 26, 2020, are registered by Aliağa Trade Register Office on April 2, 2020.
Date: March 30, 2020
In accordance with II-17.1 Corporate Governance Communiquè regulations (Communiquè) of Capital Markets Board, In the Board Meeting dated March 30, 2020 resolved that,
Audit Committee would be composed of two independent members and Mr. Feyzi Onur Koca was elected to chairmanship and Mr. Yılmaz Attila was elected to membership of the committee,
Committee for Early Determination would be composed of three members and Mr. Feyzi Onur Koca was elected to chairmanship and Mr. Yılmaz Gökoğlu, Mr. Cengiz Erol were elected to memberships of the committee,
Corporate Governance Committee would be composed of four members and Mr. Yılmaz Attila was elected to chairmanship and Mr. Cengiz Erol, Mr. Yılmaz Gökoğlu and Mr. Süleyman Sezer were elected to memberships of the committee, which also fulfills the tasks of the Remuneration Committee and Nominating Committee in accordance with the Communiquè.
In the meeting dated March 30, 2020, Board of Directors resolved that, Ms. İdil YİĞİTBAŞI be appointed as the Chairperson of the Board of Directors, Mr. Mustafa Selim YAŞAR be appointed as the Vice-Chairperson of the Board.
Date: March 26, 2020
At the Company’s Board of Directors Meeting held on March 26, 2020, it has been decided to submit for approval at the Ordinary General Assembly Meeting, the proposal not to distribute any dividends due to the Company’s 2019 activities ended up with loss.
In 2019 Ordinary General Assembly Meeting of our Company which was held on 26 March 2020, the following decisions have been taken.
2. Pursuant to Article 11 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 Yılmaz ATTİLA and Feyzi Onur KOCA 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 2020.
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 2019 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2020, as 0.1% of Total Assets of latest disclosed annual balance sheet.
5. The point of dividend payment is decided to pass without any discussion due to making a loss in 2019 activities.
Date: March 19, 2020
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, at its meeting on March 19, 2020, resolved to appoint, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2020 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly for 2019.
Date: March 2, 2020
At the Company’s Board of Directors Meeting held on March 2, 2020, it has been decided to submit to approval of the Ordinary General Assembly Meeting, the proposal to not distribute any dividends due to the Company’s 2019 activities ended up with loss.
The company’s 2019 Annual General Assembly Meeting will take place on March 26, 2020, 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.
According to the financial statements of Viking Kağıt for the period January 1 - December 31, 2019 prepared within the framework of the Capital Market Board's II - 14.1 Communiqué, the amount of TL 37,411,821 sum of capital and legal reserves remained inadequate, including the explanations in footnote 36 of the related financial statements has been disclosed to the public as of March 2, 2020.
In the meeting dated February 27, 2020, in order not to replace the periodic financial statements prepared in accordance with the relevant Communiqué, which are completely independent from the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets numbered II-14.1 of the Capital Markets Board, the Company’s Board has approved the balance sheets and footnotes prepared within the scope of article 376/3 of the Turkish Commercial Code and also the Company’s Board has determined aforementioned financials to be disclosed together with the Company’s financial reports, which covers between 01.01.2019 and 31.12.2019 fiscal period, prepared in accordance with the Capital Markets Board's II-14.1 numbered "Communiqué on Principles of Financial Reporting in Capital Markets ".
Within the framework of the valuation by KPMG Bağımsız Denetim ve SMMM A.Ş., TTK 376 balance sheet including brands’ current value (TL 42,230,000) which is an off-balance sheet asset was prepared and enclosed herewith. The Company’s equity has been determined as TL 47,072,108 that shows the Company’s issued capital of TL 42,000,000 is protected. The precautions stipulated in article 376 of the TCC do not need to be taken.
Date: January 3, 2020
The disclosure is made referring to the letter of Borsa Istanbul, dated January 3, 2020 with an issue number BİAŞ-2-90 which is regarding extraordinary price and amount movement on the Company shares. There exists no material event regarding our company that has not been announced publicly.
Date: 28.06.2019
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 Dış Ticaret A.Ş. in 2019 fiscal period are expected to reach more than %10 share, which is stated in the Communiquè; Conditions of the transactions, which are related to the export sales by Yaşar Dış Ticaret A.Ş., the price determination methods and the reasons behind the choice of this method, are all explained and concluded that the transactions are appropriate to the market conditions and arm's length principle.
Date: April 19, 2019
The disclosure is made referring to the letter of Borsa Istanbul, dated April 19, 2019 with an issue number BİAŞ-2-3324 which is regarding extraordinary price and amount movement on the Company shares. There exists no material event regarding our company that has not been announced publicly.
Date: April 12, 2019
In the General Assembly Meeting dated March 27, 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 8, 2019 and publicized on 9808 numbered and April 12, 2019 dated Trade Registry Gazette.
The new address of the head office of the Company as of April 11,2019 is Yalı Mah. Hürriyet Cad. No.474 Aliağa/İZMİR.
Date: April 8, 2019
The Company’s 2018 Ordinary General Assembly Meeting results, held on March 27, 2019, are registered by İzmir Trade Register Office on April 8, 2019.
Date: April 5, 2019
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,
In the meeting dated April 5, 2019, Board of Directors resolved that, Ms. İdil YİĞİTBAŞI be appointed as the Chairperson of the Board of Directors, Mr. Mustafa Selim YAŞAR be appointed as the Vice-Chairperson of the Board.
Date: April 1, 2019
In 2018 Ordinary General Assembly Meeting of our Company which was held on 27 March 2019, an application was approved related with the amendments of the Article 4 titled “Head Office and Branches of Company” and the Article 19 titled “Change in Articles of Association” in Articles of Association of the company.
Date: March 27, 2019
At the Company’s Board of Directors Meeting held on March 27, 2019, it has been decided to submit for approval at the Ordinary General Assembly Meeting, the proposal not to distribute any dividends due to the Company’s 2018 activities ended up with loss.
In 2018 Ordinary General Assembly Meeting of our Company which was held on 27 March 2019, the following decisions have been taken.
1. Related to the change of the registration area to be made pursuant to Article 111 of the Trade Registry Regulation due to the transfer of our company to the legal center address at the business center where the company operates and the change of the name of the Ministry of Customs and Trade to the Ministry of Trade by the decree law no 703, the pre-authorization letters associated to the amendment of Article 4 titled “Head Office and Branches of the Company” of the Company’s Articles of Association from Capital Markets Board of Turkey (“CMB”) (dated February 18,2019 and numbered 29833736-110.03.03-E.2527) and Ministry of Commerce, General Directorate of Domestic Trade (dated March 7, 2019 and numbered 50035491-431.02-E-00042354054) and former and new versions of said article were read and discussed. The amendment of the Article 4 was resolved in accordance with CMB and Ministry permissions as attached.
2. Due to the fact that the name of the Ministry of Customs and Trade was changed as the Ministry of Trade with the decree law no 703, pre-authorization letters related to the amendment of Article 19 titled “Changing of Articles of Association” of the Company’s Articles of Association from Capital Markets Board of Turkey (“CMB”) (dated February 18, 2019 and numbered 29833736-110.03.03-E.2527) and Ministry of Commerce, General Directorate of Domestic Trade (dated March 7, 2019 and numbered 50035491-431.02-E-00042354054) and former and new versions of said article were read and discussed. The amendment of the Article 19 was resolved in accordance with CMB and Ministry permissions as attached.
3. It was decided to transfer of the area which is located on Transformer Station owned by TEİAŞ (Türkiye Elektrik İletişim A.Ş.) to TEİAŞ under agreement commitments and legal obligations in this respect.
4. 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.
5. Pursuant to Article 11 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 Yılmaz ATTİLA and Feyzi Onur KOCA 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.
6. 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.
7. 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 0.1% of Total Assets of latest disclosed annual balance sheet.
8. The point of dividend payment is decided to pass without any discussion due to making a loss in 2018 activities.
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 the Company’s Board of Directors Meeting held on March 1, 2019, it has been decided to submit to approval of the Ordinary General Assembly Meeting, the proposal to not distribute any dividends due to the Company’s 2018 activities ended up with loss.
The company’s 2018 Annual General Assembly Meeting will take place on March 27, 2019, Wednesday, at 10:00 at the plant of Pınar Sut A.Ş at the address Yunus Emre Mah. Kemalpaşa Cad. No.317 Bornova/İZMİR to discuss and resolve the attached agenda items.
General Assembly and Agenda - 2018
Date: February 26, 2019
The amendments of the Article 4 titled “Head Office and Branches of Company” and the Article 19 titled “Changes in Articles of Association” of the Articles of Association of the company is delivered to our company today by the permission with numbered 29833736-110.03.03-E.2527 and the dated February 18, 2019 as in the appendix, of the Capital Markets Board of Turkey. The submission of the amendment of the Articles of Association for the shareholders is foreseen in the first meeting of the General Assembly following the permission of the Republic of Turkey Ministry of Trade.
Date: February 13, 2019
By the decision taken by our Board of Directors in the date of February 12, 2019, an application was made to Capital Markets Board of Turkey related with the amendments of the Article 4 titled “Head Office and Branches of Company” and the Article 19 titled “Change in Articles of Association” in Articles of Association of the company.
Date: February 12, 2019
In the meeting by the date of February 12, 2019 of the Board of Directors of our company, moving of the legal central address of our company to the business center in which is operating actively with the changing of the registration area in this context, pursuant to the Article 111 of the Trade Registry Regulation, the Article 4 by the title of “the Head Office and Branches of the Company” of the Articles of Association and by the decree law with no. 703 and depending on the using of the name of “Ticaret Bakanlığı” instead of “Gümrük ve Ticaret Bakanlığı”, the revision of the Article 4 by heading of “Head Office and Branches of the Company” of the Articles of Association and the Article 19 by the name of “Changing of Articles of Association”, receiving the necessary permissions in the presence of the Capital Market Board of Turkey and the T.R. Ministry of Commerce”and the submission of the issue for the shareholders’ approval in the first General Assembly to be held is decided.
THE FORMER WORDING
HEAD OFFICE AND BRANCHES OF COMPANY
Article 4-
The head office of the company is in Izmir. Its address is Akdeniz Mahallesi Şehit Fethi Bey Caddesi No.120/101 Konak/IZMIR. In case of any changes in the address, the new address shall be registered in the trade registry and announced in Turkish Trade Registry Gazette. The notifications made to the registered and announced address shall be deemed to have been made to the Company. In case the company does not register its new address in the registry term, this will constitute a reason for termination although the company moves from the registered and announced address. The company may open branches within and outside the country pursuant to Turkish Commercial Code, Capital Market Law and other legislative provisions. In case the company opens or closes branches, such actions shall be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette.
CHANGE IN ARTICLES OF ASSOCIATION
Article 19-
The change in Articles of Association is decided after receiving permission from the Capital Markets Board of Turkey and from the Ministry of Customs and Trade in General Assembly which will be invited in accordance with Provisions of the Code and Articles of Association within the frame of the defined provisions in the Articles of Association, the regulation of the capital market and TCC.
THE NEW VERSION
The head office of the company is in Izmir. Its address is Yalı Mah. Hürriyet Cad. No.474 Aliağa/İZMİR. In case of any changes in the address, the new address shall be registered in the trade registry and announced in Turkish Trade Registry Gazette. The notifications made to the registered and announced address shall be deemed to have been made to the Company. In case the company does not register its new address in the registry term, this will constitute a reason for termination although the company moves from the registered and announced address. The company may open branches within and outside the country pursuant to Turkish Commercial Code, Capital Market Law and other legislative provisions. In case the company opens or closes branches, such actions shall be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette.
The change in Articles of Association is decided after receiving permission from the Capital Markets Board of Turkey and from Republic of Turkey Ministry of Trade in General Assembly which will be invited in accordance with Provisions of the Code and Articles of Association within the frame of the defined provisions in the Articles of Association, the regulation of the capital market and TCC.
Date: June 7, 2018
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 2018 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 Dış Ticaret A.Ş. and Desa Enerji Elektrik Üretim A.Ş.in 2018 fiscal period are expected to reach more than %10 share, which is stated in the Communiquè; Conditions of the transactions, which are related to the export sales by Yaşar Dış Ticaret A.Ş. and energy purchasing conducted via Desa Enerji Elektrik Üretim A.Ş., the price determination methods and the reasons behind the choice of this method, are all explained and concluded that the transactions are appropriate to the market conditions and arm's length principle.
The collective labor agreement between our company and Türkiye Selüloz Kağıt Ağaç ve Mamulleri İşçileri Sendikası (Selüloz-İş) including the years of 2018 and 2019, is contracted as of the date of June 6, 2018 and the practice of the strike, which will start in the date of 08.06.2018 and transmitted by the Selüloz-İş, and the practice of the lockout which will start in the date of 08.06.2018 fell into abeyance.
Date: May 29, 2018
Based on the decision was taken by the Board of the Directors of the company in May 29, 2018, the lockout decision, which was announced in the disclosure of material events with the dated May 28, 2018, is decided to be implemented in the date of 8 June, 2018.
Date: May 28, 2018
Due to the disagreement in the meetings of the Collective Labor Agreement in the legal process including the years of 2018 and 2019 with Türkiye Selüloz Kağıt Ağaç ve Mamulleri İşçileri Sendikası (Selüloz-İş), the decision of the strike which will start in the date of 08.06.2018 in the office situated in Yalı Mah. Hürriyet Cad. No 474 Aliağa/İZMİR is transmitted to us by Selüloz-İş.
The lockout decision is taken by the Board of the Directors of our company in the workplace mentioned as the issue related with the decison of the strike based on the articles of the article 60 of the law of trade unions and collective bargaining agreements as the number of 6356 in the date of 28.05.2018 by the condition of the declaration of the date of the practice after.
The meetings on the purpose of the signing of the Collective Labor Agreement continue and the important developments related with the process will be shared to the public opinion.
Date: April 11, 2018
In the General Assembly Meeting of Viking Kağıt dated March 29, 2018, decision of the appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2018 financial statements are registered by İzmir Trade Register Office on April 5, 2018 and it was announced 9556 numbered April 11, 2018 dated Trade Registry Gazette.
Date: April 5, 2018
In 2017 Ordinary General Assembly Meeting of our Company which was held on 29 March 2018, 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 2018 fiscal periods.
2. Pursuant to Article 11 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 Yılmaz ATTİLA and Feyzi Onur KOCA 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 2018.
4. Information was given to the General Assembly concerning The Company’s donations and grants to foundations and associations in 2017 and pursuant to CMB legislation an upper limit was decided to be set for donations and grants to be made in 2018, as 0.1% of Total Assets of last year’s financials.
5. It has been decided that agenda item titled profit for the year would be passed without discussion due to the company’s 2017 activities ended up with loss.
Viking’s Board of Directors, at its meeting on April 5,2018 , decided to appoint Mr. Süleyman Sezer owning Capital Markets Activities Advanced Level License 3 as Investor Relations Department Manager.
Contact information of Investor Relations Team is stated below:
Süleyman Sezer
Phone: +90 232 616 06 00
E-mail: investorrelations@viking.com.tr
Esin Erkıvanç
In the meeting dated April 5, 2018, Board of Directors resolved that, Ms. İdil YİĞİTBAŞI be appointed as the Chairperson of the Board of Directors, Mr. Mustafa Selim YAŞAR be appointed as the Vice-Chairperson of the Board.