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.
Respectfully Submitted.
Best Regards,
VİKİNG KAĞIT VE SELÜLOZ A.Ş.
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.
Respectfully submitted.
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,
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 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.
Information about resumes of the members of Board of Directors published in the websites of the Company before the General Assembly Meeting was given.
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.
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.
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.