Yatırımcı İlişkileri
Ownership Structure
Investor Relations Department
Annual Reports
Presentation
Disclosure Policy
FAQ
Share Price Information
Share Purchase & Sale Transactions
Dividend Distribution / Capital Increase
Historic Information
Profit Distribution Policy
Independent Audit Report
Financial Reports
Corporate Info
Corporate News
Announcements

PARK ELEKTRİK ANALYST PRESENTATION UPDATED

Click here.

ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2011 OF PARK ELEKTRİK ÜRETİM MADENCİLİK SANAYİ VE TİCARET ANONİM ŞİRKETİ TO BE HELD ON MAY 30, 2012

AGENDA :
1-Opening and Organization of the Presidential Board,
2-Authorization of the Presidential Board for execution of the General Assembly Meeting Minutes,

3-Reading, discussing and ratifying the Annual Report of the Board of Directors and the report of the Board of Auditors, Independent Audit Reports as well as Financial Report including the balance sheet and the income statement for the fiscal period 01.01.2011-31.12.2011,

4-Reading, analyzing and ratifying the Balance Sheet and Profit/Loss Statements for the fiscal period 01.01.2011-31.12.2011,

5-Discharge by the General Assembly of the members of the Board of Directors and Board of Auditors from the activities of the year 2011,

6-Discussing and resolving at the General Assembly the proposal of the Board of Directors on distribution in cash of the gross dividend amounting to TRL 100,000,000.-, which corresponds to 67.17% of the issued capital,

7-Submission to the General Assembly - for the ratification - of the amendment of Articles 5, 6, 7, 8 of the Articles of Association and amendment draft regarding insertion of Article 21 into the Articles of Association prepared by the Board of Directors as per Communiqué Serial IV, No. 56 entered into force on December 30, 2011, Communiqué Serial IV, No. 57 entered into force on February 11, 2012; given permission upon submission of Letter dated 27.03.2012 and numbered B.02.1.SP K.0.13-110.03.02-889 issued by the Capital Market Board, Letter dated 04.04.2012 and numbered B.21.0.İTG.0.03.00.01/431.02-56465-294098-2293-2513 issued by General Directorate of Internal Trade of the Ministry of Customs and Trade and Letter dated 20.04.2012 and numbered B.62.0.EP D.10-110.01.01.907-4632 issued by the Energy Market Regulatory Authority,

8-Submission to the shareholders at the General Assembly of the Company’s “Disclosure Policy” for the information of,

9-Submission to the shareholders at the General Assembly of the Company’s “ethical principles and rules”,

10-Submission to the shareholders at the General Assembly of the Company’s “donation and aid policy”,

11-Submission to the shareholders at the General Assembly of the donation and aid aids made in 2011,

12-Submission to the General Assembly of the information on guarantee, pledge and mortgages given by the Company and income and benefit obtained by these third parties as per Decision dated 09/09/2009 and numbered 28/780,

13-Submission to the General Assembly of the report issued by the Board of Directors for common and sustainable transactions conducted by the Company with the related parties.

14-Election of the new members of the Board of Directors and determination of their terms of office and submission of information on the candidates of Independent Members of the Board of Directors;

15-Submission to the shareholders at the General Assembly of information on the principles of remuneration of the members of the Board of Directors and top executives,

16-Election of the new auditor and determination of his term of office,

17-Determination of the remuneration of the members of the Board of Directors and Board of Auditors,

18-Passing resolution on appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., recommended by the Board of Auditors within the framework of the Capital Market Law and Capital Market arrangements for the year 2012,

19-Submission to the General Assembly of the Company's Dividend Distribution Policies adopted by the Board of Directors for the information of the General Assembly within the frame of the Corporate Governance Principles and Letter dated 27.01.2006 of the Capital Market Board,

20-Submission to the General Assembly - for ratification - of the matter of possibility of the shareholders controlling the company, members of the Board of Directors, top executives and their spouses and relatives including second degree consanguinity to conduct transactions, which may result in conflict of interest, for their own account or on behalf of others, to compete with and to participate in the companies engaged in such activities as per Article 1.3.7 of Communiqué regarding Determination and Implementation of Corporate Governance Principles and Articles 334 and 335 of the Turkish Commercial Code.

21-Wishes and Closing.

PARK ELEKTRİK ÜRETİM MADENCİLİK SAN. VE TİC. A.Ş. INFORMATORY DOCUMENT ON ORDINARY GENERAL ASSEMBLY FOR THE YEAR 2009

Click to view documents

PARK ELEKTRİK ÜRETİM MADENCİLİK SANAYİ VE TİCARET A.Ş. / 17.05.2010 14:04:05
Result of the General Assembly Meeting

Meeting minutes relating to the resolutions passed at Ordinary General Assembly of our Company for the year 2009, held on 17.05.2010, and Attendance List are attached hereto.
Meeting Minutes
Attendance List
Ordinary General Assembly Date
It was resolved at our Company’s Board of Directors dated April 20, 2010 that Ordinary General Assembly Meeting would be held on May 17, 2010 Monday at 10.00 a.m. at the headquarters, located at the address of Paşalimanı Caddesi No. 41 Üsküdar / İstanbul in order to discuss the items of the agenda, attached hereto, and pass resolutions on the same; and the meeting place, date and other matters would be announced to the other shareholders.
Please find the documents related to the General Assembly in the attached files.

Informatory Document
Agenda of the Ordinary General Assembly
Call for the Ordinary General Assembly
Form of Proxy Voting
Dividend for the Year 2009
It was unanimously resolved at our Company’s Board of Directors dated April 20, 2010 that the matter of non-distribution and retention as extraordinary reserve of the profit of the year 2009, remained after deduction of the taxes and reservation of the legal liabilities, would be submitted to the General Assembly for ratification.
Amendment to the Articles of Association The Company amended several articles of its Articles of Association at its Extraordinary General Assembly dated 13.03.2009 with respect to its license application filed with the Energy Market Regulatory Authority for the hydro-electric power plant with the installed capacity of 50.5 MW to be established within the borders of the Province Siirt. The registered capital of the Company was increased from TRL 60,000,000 up to TRL 300,000,000. The Company’s subject of activity was expanded by insertion of the following paragraphs into fifth article titled “Purpose and Scope”.

1-At the Extraordinary General Assembly of the Company held on 13.3.2009, the commercial title Park Elektrik Madencilik Sanayi ve Ticaret Anonim Şirketi was changed into Park Elektrik Üretim Madencilik Sanayi ve Ticaret Anonim Şirketi. To establish, operate, acquire, lease or hire any and all facilities,

2-To sell the generated electricity and/or the capacity to the legal entities having wholesale license, legal entities having retail sale license and free consumers under bilateral agreements,

3-To Participate in the distribution companies, organized or to be organized, without establishing control thereon,

4-To participate in the electricity generation companies, organized or to be organized,
The Company was authorized to conduct or complete several businesses and transactions relating to the newly added subjects of activity in order to facilitate the activities of the Company in this field.

MERGER OF CEYTAŞ AND PARK ELEKTRİK
In 2009, the Company merged with a group company namely “Ceytaş Madencilik Tekstil Sanayi ve Ticaret A.Ş. (Ceytaş)”. General Assemblies of the two companies approved the merger transaction on 30.04.2009. The merger was finalized by the way of transfer of all the assets and liabilities of Ceytaş as a whole to Park Elektrik and dissolution of Ceytaş. For the merger transaction, reduced cash flows, shareholders’ equity method and market capitalization methods were weighted and applied successively at the rates of 25%, 25% and 50% in order to determine the merger rate; and the merger rate was determined to be 1.15654 within the framework of the reports of Denkar Bağımsız Denetim YMM A.Ş. and Kadıköy 3rd Commercial Court of First Instance of the Republic of Turkey; and these methods and rates were approved and applied by the General Assemblies of the relevant companies. Shares of nominal value of TRL 28,867,243, issued as a result of merger, were distributed to the shareholders of Ceytaş as follows: Class A Shares of Park Elektrik were distributed to Class A and B Shareholders and Class B Shares of Park Elektrik were distributed to Class C Shareholders.

Decision of merger was made based on the facts that both of the companies are Ciner Group Companies with the similar shareholding structures and were engaged in the similar subjects of activity and the major shareholders of the two companies are the same real persons or legal entities. Total shares in Park Elektrik, of the real persons and legal entities, involved in the Ciner Group, was around 70% and total shares of the same in Ceytaş was around 63% before the merger. Accordingly, there is no change in the administrative structures of the companies after the merger. On the other hand, synergy created by the merger of the company administrations, economy of scales in the costs and expenses, increase of efficiency to arise out of saving from the expenses and anticipation for gathering the investments of the Group in this sector under one umbrella constitute the other important reasons for the merger; and the merger of two publicly-held companies in the same group, engaging in the same subjects of activities, facilitated the communication with the corporate investors.

Human Resources | Contact Us | Türkçe
©1978-2013 Ciner Group. All Rights Reserved.