KAP NOTIFICATIONS

Our company participated in the tender numbered 2024/1218323, titled “Aksaray Uluırmak (Mamasın) Dam Irrigation Renewal HDPE Pipe Supply 6th Section”, held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) on 20.11.2024 (yesterday), and ranked 1st by submitting the most advantageous price. The tender amount is 34,218,308.28 TL excluding VAT.
Developments regarding the tender will be announced to the public and our investors.
Our company participated in the tender numbered 2024/1157150, titled “Ereğli-İvriz Right Bank Irrigation Renewal HDPE Pipe Supply 5th Section”, held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) on 19.11.2024 (yesterday), and ranked 1st by submitting the most advantageous price. The tender amount is 94,119,804.91 TL (VAT Included).
Developments regarding the tender will be announced to the public and our investors.

Our company has signed “GRP, HDPE100 and Corrugated Pipe” sales contracts on 18.11.2024 (today);

Domestic contract worth 155,000,000.00 TL (VAT Included) for “Infrastructure Drinking Water and Sewerage Construction Pipe Procurement”

International contracts worth 2,427,120.00 USD (83,481,035.11 TL – TCMB foreign exchange selling rate has been used) with England and Iraq for “Infrastructure Pipe Procurement”

The total sales amount of the contracts is 238,481,035.11 TL, and its impact on the 2024 sales target is 5.23%.

The credit rating agency JCR Eurasia Rating Inc. has revised our Company’s Long-Term National Corporate Credit Rating from ‘BBB+ (tr)’ level to ‘A (tr)’ level, and all ratings have been determined as follows:

• Long-Term National Corporate Credit Rating: A (tr) / (Stable Outlook)

• Short-Term National Corporate Credit Rating: J1 (tr) / (Stable Outlook)

• Long-Term International Foreign Currency Corporate Credit Rating: BB / (Stable Outlook)

• Long-Term International Local Currency Corporate Credit Rating: BB / (Stable Outlook)

Click here to access the Rating Notification Form.

Click for the investor presentation regarding our company’s financial results dated 30.09.2024.

Click here  Our interim activity report for the period 01.01.2024-30.09.2024, approved by our Board of Directors’ decision dated 30.10.2024 and numbered 34, is attached.

Click here Our company’s financial report dated 30.10.2024 has been published.
Click here The Unconsolidated Income Statement for the period 01.01.2024 – 30.09.2024, which is not prepared in accordance with the Capital Markets Legislation and Turkish Financial Reporting Standards and is submitted to the Tax Office as an annex to the Provisional Tax Declaration for the 3nd period of 2024, is included in the annex. 
The financial results to be prepared and disclosed to the public by our Company in accordance with Turkish Financial Reporting Standards in accordance with the Capital Markets Board Legislation for the same period may differ from the attached financial statements.
This disclosure is made in accordance with Article 17 of the Capital Markets Board’s Communiqué on Principles of Financial Reporting in the Capital Markets numbered II-14.1.
Our company’s “HDPE100 and Corrugated Pipe” sales contracts signed on 17.10.2024 (yesterday);
Domestic “Infrastructure Drinking Water and Sewage Construction Pipe Purchase Work” amounting to 146.080.000,00 TL (VAT Included)
Abroad, “Infrastructure Pipe Purchasing Work” with England and Suriname amounting to 2,552,009.00 USD (87,219,756.39 TL – CBRT Foreign Exchange selling rate was taken).
The total sales amount of the contracts is 233,299,756.39 TL, and its impact on the 2024 sales target is 5.12%. 
On 16.10.2024 (today), an earthquake measuring 5.9 magnitude according to AFAD data occurred in the Kale district of Malatya at 10:46. No structural damage has occurred in our facility located in the Malatya Organized Industrial Zone, and the health status of all our personnel is good. Our production activities continue uninterruptedly under the necessary safety measures.We convey our sincere wishes for a speedy recovery to all our citizens affected by the earthquake.
Board of Directors
Respectfully announced to the public

With the decision of our Company’s Board of Directors, in accordance with Article 11 of the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1, Gonca Çelik has been appointed as the Investor Relations Department Manager to fulfill the obligations arising from the Capital Markets Legislation, to ensure coordination in Corporate Governance practices, and to report on her work to the senior executive officer. It has been decided that Emine Aytaç, the current investor relations officer, will continue her duties.

All progress payments of the contract worth 20,429,158 TL (VAT included) for the “Koyunbaba Dam Irrigation 5th Section HDPE Pipe Procurement” work signed between our company and the General Directorate of State Hydraulic Works – 5th Regional Directorate (Ankara) on 11.07.2024 have been collected. All processes related to the tender have been completed.

Our company’s “HDPE100 and Corrugated Pipe” sales contracts signed on 30.09.2024 (yesterday);
Domestically, “Infrastructure Drinking Water and Sewerage Construction Pipe Procurement Work” amounting to 211,702,000.00 TRY (Including VAT)
Internationally, “Infrastructure Pipe Procurement Work” with the United Kingdom amounting to 1,254,015.00 EUR (47,953,784.40 TRY – CBRT Foreign Exchange selling rate has been used), and with Uzbekistan and Turkmenistan amounting to 364,000.00 USD (12,442,430.00 TRY – CBRT Foreign Exchange selling rate has been used)
The total sales amount of the contracts is 272,098,214.40 TRY, and its impact on the 2024 sales target is 5.97%.

One of the primary reasons for our company’s decision to proceed with a public offering is the successful completion of the trial production and testing processes at our Malatya GRP Composite Pipe production facility, which officially commenced operations on September 26, 2024 (today).  In alignment with our company’s sustainable growth strategy, this investment in the Malatya Organized Industrial Zone was initiated in May 2023, with a total investment budget of USD 25 million and developed on an area of 65,000 square meters.  When operating at full capacity, the production facility is expected to generate approximately 300 jobs and will be capable of producing GRP pipes with diameters of up to 4,000 mm.

Click here to download the report prepared in accordance with Article 33 of the Capital Markets Board’s Communiqué on Shares No. VII-128.1, regarding the use of funds obtained from the public offering.

Click here to download the report prepared in accordance with Article 29 of the Capital Markets Board’s Communiqué on Shares No. VII-128.1, which contains evaluations on whether the assumptions used in determining the public offering price of our company’s shares as of 30.06.2024 have been realized.

Click here for the investor presentation containing our company’s financial results for the first half of 2024.

In our disclosure made on the Public Disclosure Platform (KAP) on 08.08.2024, it was announced that our company participated in the tender with the registration number 2024/859826, titled “Ankara-Bala Ponds (Süleymanlı, Evciler and Çavuşlu) Irrigation 4th Section HDPE Pipe Purchase” conducted by the General Directorate of National Water Works – 5th Regional Directorate (Ankara), and ranked 1st by offering the most advantageous price.

The Tender Commission of the General Directorate of State Hydraulic Works – 5th Regional Directorate has communicated to our company the finalization decision that the work has been awarded to us and extended an invitation for contract signing. The contract between the parties was signed on 13.09.2024.

The base price of the work is 10,106,017.24 TL (Including VAT), and the contract amount is expected to be reflected in the company’s financial data by the end of 2024.

In our disclosure made on the Public Disclosure Platform (KAP) on 15.08.2024, it was announced that our company participated in the tender with the registration number 2024/900034, titled “Çanakkale-Bayramiç Karaköy Pond Irrigation Pipe Purchase” conducted by the General Directorate of State Hydraulic Works – 25th Regional Directorate (Balıkesir), and ranked 1st by offering the most advantageous price.

The Tender Commission of the General Directorate of State Hydraulic Works – 25th Regional Directorate has communicated to our company the finalization decision stating that the work has been awarded to us and extended an invitation for contract signing. The contract between the parties was signed on 11.09.2024.

The base price of the work is 12,857,112.83 TL (including VAT), and the contract amount is expected to be reflected in the company’s financial data by the end of 2024.

Click here for the Participation Finance Principles Information Form.

Our interim activity report for the period 01.01.2024-30.06.2024, approved by our Board of Directors’ decision dated 11.09.2024 and numbered 31, is attached.

Our company’s financial report dated 30.06.2024 has been published.

All progress payments of the contract worth 120,853,766 TL (VAT included) for the “Ereğli-İvriz Right Bank Irrigation Renewal HDPE Pipe Supply Part 4” work signed between our company and the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) have been collected. All processes related to the tender have been completed.

Click here for the Non-Consolidated Income Statement for the period 01.01.2024 – 30.06.2024, which was submitted to the Tax Office as an annex to the 2nd period Provisional Tax Return of 2024, and which is not prepared in accordance with the Capital Markets Legislation and Turkish Financial Reporting Standards.

The financial results to be prepared and disclosed to the public by our Company in accordance with the Turkish Financial Reporting Standards in accordance with the Capital Markets Board Legislation for the same period have been disclosed and may differ from the financial statements included.

This disclosure is made in accordance with Article 17 of the Capital Markets Board Communiqué No. II-14.1 on the Principles Regarding Financial Reporting in the Capital Market.

Our company participated in the tender titled “Purchase of Pipes for Irrigation of Karaköy Pond in Çanakkale-Bayramiç”, with tender registration number  2024/900034, held by the General Directorate of National Water Works – 25th Regional Directorate (Balıkesir) on  15.08.2024 (today) and placed 1st in the tender by offering the most advantageous price. The tender price was  12,857,112.83 TL (VAT included).

Our company signed “HDPE100 and Corrugated Pipe” sales contracts on 12.08.2024;
Domestically, “Infrastructure Drinking Water and Sewerage Construction Pipe Purchase Work” in the amount of 135,220,657.00 TL (VAT included)
Abroad, “Infrastructure Pipe Purchase Work” in the amount of 2,283,992.45 USD ( 76,615,841.54 TL-TCMB Foreign Exchange sales rate was taken) with the United Kingdom, Georgia and Uzbekistan
The total sales amount of the contracts is 211,836,498.54 TL and its impact on the 2024 sales target is 4.64%
“Within the scope of the land type Solar Power Plant (SPP) project, for which an agreement was made between our Company and CW Energy Engineering Trade and Industry Inc. on 01.02.2024 and an invitation letter was received on 23.07.2024; the payment to be made to is 8.7 million USD.   The SPP project will be financed through financial leasing and an agreement was signed with Yapı Kredi Financial Leasing Inc. on 05.08.2024. Within the scope of the relevant leasing agreement, 100% advance payment will be made for the SPP project and our Company will make the payment with a total term of 60 months.
 
It is expected that this investment will have a positive impact on our Company’s operating profit and net profit. 
Respectfully submitted to the public and to our investors.”
The above notice has been added to the relevant companies as it refers to CW Energy Engineering Trade and Industry Inc.
Within the scope of the land type Solar Power Plant (SPP) project, for which an agreement was made between our Company and CW Energy Engineering Trade and Industry Inc. on 01.02.2024 and an invitation letter was received on 23.07.2024; the payment to be made to is 8.7 million USD.   The SPP project will be financed through financial leasing and an agreement was signed with Yapı Kredi Financial Leasing Inc. on 05.08.2024. Within the scope of the relevant leasing agreement, 100% advance payment will be made for the SPP project and our Company will make the payment with a total term of 60 months.
 
It is expected that this investment will have a positive impact on our Company’s operating profit and net profit. 

Our company participated in the tender titled “Ankara-Bala Ponds (Süleymanlı, Evciler and Çavuşlu) Irrigation 4th Section HDPE Pipe Purchase”, with tender registration number  2024/859826, held by the General Directorate of National Water Works – 5th Regional Directorate (Ankara) on 07.08.2024 (yesterday) and placed 1st in the tender by offering the most advantageous price. The tender price was  10.106.017,24  TL (VAT included).

In the notification we made on the Public Disclosure Platform (PDP) on 12.06.2024, our company was awarded the tender of “Supply of HDPE 100 Pipes within the Scope of Viranşehir Pumped Irrigation 2nd Stage Supply Construction” with tender registration number 2024/611386, held by the State Water Authority – 15th Regional Directorate (Şanlıurfa) as reported that our company participated in the tender and came first by offering the most advantageous price.

General Directorate of State Water Authority – 15th Regional Directorate Tender Commission has conveyed to our company the finalization decision stating that the work remains in our side and the contract invitation. The contract between the parties was signed on 30.07.2024.

The base price of the work is 20,720,766 TL (VAT included) and the contract price is expected to be reflect in the company financial data as of the 3rd quarter of 2024.

It was announced on 01.02.2024 through a KAP disclosure that a contract was signed for the installation of a Land-Type Solar Power Plant (SPP) to meet all electricity consumption from solar energy, support clean energy production, and reduce carbon emissions.
A call letter for the SPP project being developed under Article 5/1.h of the Regulation on Unlicensed Electricity Production in the Electricity Market was received on 23.07.2024 between our company and CW Enerji Mühendislik Ticaret ve Sanayi A.Ş. With the planned completion of the project, an SPP investment will have been realized that will meet 100% of our electricity consumption from operations.
The “HDPE100 and Corrugated Pipe” sales contracts signed by our company on 22.07.2024 (today) are as follows;
A domestic contract worth 127,572,958.00 TL (including VAT) for the “Infrastructure Drinking Water and Sewerage Construction Pipe Procurement Work”
Abroad “Infrastructure Pipe Procurement” with Jordan, Tunisia and Bangladesh in the amount of 974.680,70 USD ( 32.226.550,26 TL – CBRT Foreign Exchange selling rate was taken).
The total sales amount of the contracts is 159.799.508,26 TL and its impact on the 2024 sales target is %3.50.

Our company; With the special situation statement dated 21.05.2024, T.R. He announced that he applied for an RD Center to the Ministry of Industry and Technology.

Our company’s application is T.R. It has been approved by the General Directorate of RD Incentives of the Ministry of Industry and Technology and is entitled to benefit from the incentives and exemptions provided within the scope of Law No. 5746, based on the periods determined by the legislation, with the RD Center Certificate it holds.

Our company has signed “HDPE100 and Corrugated Pipe” sales contracts on 02.07.2024 (yesterday);
Domestic “Infrastructure Drinking Water and Sewage Construction Pipe Procurement Project” amounting to 131.154.801,60 TL (VAT Included)
Abroad “Infrastructure Pipe Procurement” with Italy, Georgia and Uzbekistan in the amount of 1.991.127,23 USD (65.085.568,67 TL – CBRT Foreign Exchange selling rate was taken).
The total sales amount of the contracts is 196.240.370,27 TL and its impact on the 2024 sales target is 4.30%.

The report prepared in accordance with Article 29 of the Capital Markets Board’s Share Communiqué No. VII-128.1; including the evaluations regarding whether the assumptions taken as basis in determining the public offering price of our Company’s shares were realized as of 31.03.2024, has been published.

The report on the use of funds obtained from the public offering, prepared in accordance with Article 33 of the Capital Markets Board’s Share Communiqué No. VII-128.1, has been published.

Our company has signed “HDPE100 and Corrugated Pipe” sales contracts on 13.06.2024 (yesterday);
Domestic “Infrastructure Drinking Water and Sewage Construction Pipe Procurement Project” amounting to 28.500.000,00 TL (VAT Included)
Abroad “Infrastructure Pipe Procurement” with Uzbekistan 573,786,24 USD (18.527.213,42 TL – CBRT Foreign Exchange selling rate was taken).
The total sales amount of the contracts is 47.027.213,42 TL and its impact on the 2024 sales target is 1,03%.
Our company participated in the tender titled “Koyunbaba Dam Irrigation Section 5 HDPE Pipe Procurement”, with tender registration number 2024/617409, held by the General Directorate of National Water Works – 5th Regional Directorate (Ankara) on 12.06.2024 (yesterday) and placed 1st in the tender by offering the most advantageous price. The tender price was 20,429,158 TL (VAT included).
Developments regarding the tender will be informed to the public and our investors.
Our company participated in the tender titled “Supply of HDPE 100 Pipes within the Scope of Viranşehir Pumped Irrigation 2nd Stage Supply Construction”, with tender registration number 2024/611386, held by the General Directorate of National Water Works – 15th Regional Directorate (Şanlıurfa) on 11.06.2024 (yesterday) and placed 1st in the tender by offering the most advantageous price. The tender price was 20,720,679 TL (VAT included).
Developments regarding the tender will be informed to the public and our investors.
 
The investor presentation containing our company’s Q1 2024 financial results is attached.

By the decision of our company’s Board of Directors:

1- To establish a company in Egypt in which our company will hold a 60% share, aiming to increase our production activities and capacity, create an alternative raw material supply network, and enhance exports by benefiting from free trade agreements with the African Union, Arab League, European, and American countries.

2- To allocate 500,000 USD for expenses until the planned legal entity begins its production activities and to initiate preliminary discussions with potential partners in Egypt for the remaining 40% share.

3- To authorize the Director of Strategy and Business Development, Emine Seldüz, the Foreign Trade Manager, Özgüner Güler, and the Export Officer, Mehmet Medhidoğlu, for all activities related to the planned legal entity in Egypt.

The Board of Directors prepared in accordance with the “Communiqué on Principles of Financial Reporting in the Capital Market (II-14.1)” of the Capital Markets Board (CMB) for the period 01.01.2024-31.03.2024, approved by the decision of our Board of Directors dated 07.06.2024 and numbered 22. Our Activity Report is attached.

Our company’s financial report dated 31.03.2024 has been published.

Our company’s “HDPE100 and Corrugated Pipe” sales agreements signed on 04.06.2024 (yesterday):

– Domestically, a contract for “Infrastructure Drinking Water and Sewerage Pipe Purchase” amounting to 108,645,000.00 TRY (including VAT).

– Internationally, a contract for “Infrastructure Pipe Purchase” with Italy and Georgia amounting to 337,654.00 USD (10,915,307.09 TRY – according to the TCMB exchange rate).

The total sales amount of the contracts is 119,560,307.09 TRY, which represents an impact of 2.38% on the 2024 sales target.

Click here for the Non-Consolidated Income Statement for the period 01.01.2024 – 31.03.2024, which was submitted to the Tax Office as an annex to the Provisional Tax Return for the first period of 2024, which was not prepared in accordance with the Capital Markets Legislation and Turkish Financial Reporting Standards, and was prepared without applying inflation accounting in accordance with the Tax Procedure Law and related regulations.

The financial results to be prepared and announced to the public by our Company in accordance with the Turkish Financial Reporting Standards in accordance with the Capital Markets Board Legislation for the same period may differ from the financial statements in the annex.

This disclosure is made in accordance with Article 17 of the Capital Markets Board Communiqué No. II-14.1 on the Principles Regarding Financial Reporting in the Capital Market.

Click here for the Corporate Governance Compliance Report (Update).

Click for Corporate Governance Information Form (Update)-Board of Directors-3.

Click for Corporate Governance Information Form (Update)-Board of Directors-2.

Click for Corporate Governance Information Form (Update)-Board of Directors-1.

Corporate Governance Information Form (Update) – Click here for Shareholders.

In line with its strategic goals, our company has applied to the Ministry of Industry and Technology of the Republic of Turkey for an R&D center under Law No. 5746 on Supporting Research, Development, and Design Activities, aiming to conduct sustainable production activities more effectively and efficiently.

Our company’s “HDPE100 and Corrugated Pipe” sales agreements signed on 15.05.2024 (yesterday):

– Domestically, a contract for “Pipe Purchase within the scope of State Hydraulic Works Irrigation Projects” amounting to 89,595,845.00 TRY (including VAT).

– Internationally, a contract for “Infrastructure Pipe Purchase” with Georgia and Italy amounting to 205,589.00 USD (6,637,995.96 TRY – according to the TCMB exchange rate).

The total sales amount of the contracts is 96,233,840.96 TRY, which represents an impact of 2.11% on the 2024 sales target.

By the decision of our company’s Board of Directors, the working principles of the committees established within the Board of Directors have been defined in accordance with the Capital Markets Board’s (II-17.1) Corporate Governance Communiqué.

– Click here for the Audit Committee Working Principles
– Click here for the Corporate Governance Committee Working Principles
– Click here for the Early Detection of Risk Committee Working Principles
– Click here for the Sustainability Committee Working Principles

Click here for the Participation Finance Principles Information Form.
 
Reason of Correction
Tables C and F have been revised according to the Independent Audit Report.

Our company’s “HDPE100 and Corrugated Pipe” sales agreements signed on 06.05.2024 (today):

– Domestically, a contract for “Infrastructure Drinking Water and Sewerage Pipe Purchase” amounting to 50,138,150.00 TRY (including VAT).

– Internationally, a contract for “Infrastructure Pipe Purchase” with various European countries, including France and Italy, amounting to 960,199.61 USD (31,019,536.46 TRY – according to the TCMB exchange rate).

The total sales amount of the contracts is 81,157,686.46 TRY, which represents an impact of 1.78% on the 2024 sales target.

The general assembly decision dated 29.04.2024, selecting Güncel Bağımsız Denetim Danışmanlık A.Ş. as the independent auditing firm for the financial statements of the period from 01.01.2024 to 31.12.2024, was registered on 02.05.2024 and published in the Turkish Trade Registry Gazette.

Click here for the minutes of the Annual General Assembly Meeting held on 29.04.2024 and the list of attendees.

Our company’s Board of Directors has made the following decisions within the framework of Capital Markets Board regulations:

– The Audit Committee will consist of two members. Independent Board Members Ünsal Sözbir and Selim Erdoğan have been appointed to the Audit Committee, with Ünsal Sözbir being designated as the Chairman of the Audit Committee.

– The Corporate Governance Committee will consist of three members. Independent Board Members Selim Erdoğan and Ünsal Sözbir, along with Investor Relations Manager Emine Bozçalı, have been appointed to the Corporate Governance Committee. Selim Erdoğan has been designated as the Chairman of the Corporate Governance Committee.

– The Early Detection of Risk Committee will consist of three members. Independent Board Members Ünsal Sözbir and Ahmet Koyun, along with Board Member Habip Özbek, have been appointed to the Early Detection of Risk Committee. Ünsal Sözbir has been designated as the Chairman of the Early Detection of Risk Committee.

– The Sustainability Committee will consist of three members. Independent Board Members Ahmet Koyun and Selim Erdoğan, along with Board Member Emine Seldüz, have been appointed to the Sustainability Committee. Ahmet Koyun has been designated as the Chairman of the Sustainability Committee.

– It has been decided not to establish separate Nomination and Remuneration Committees. The duties of these committees will be performed by the Corporate Governance Committee.

Click here for the minutes of the Annual General Assembly Meeting held on 29.04.2024 and the list of attendees.

At the Annual General Assembly Meeting held on 29.04.2024, it was decided to appoint Güncel Bağımsız Denetim A.Ş. as the independent auditor for the financial statements of the period from 01.01.2024 to 31.12.2024.

Click here for the minutes of the Annual General Assembly Meeting held on 29.04.2024.

We feel the need to inform our investors about the latest status of the “CTP Pipe Production Facility” investment in Malatya Organized Industrial Zone, which is frequently asked about. To date, a total of 464,521,359 TL has been spent on the investment. In this context, all production lines and equipment purchases have been completed, and the construction of the factory building, administrative building, stock area, and landscaping has been finished. The process infrastructure work within the production facility is at 90% completion and is expected to be finalized by the end of April 2024. The shipment of production lines will commence by the end of May 2024. Thus, the “Malatya CTP Pipe Production Facility” is planned to be ready for production by the end of June 2024.

Our company signed ‘HDPE100 and Corrugated Pipe’ sales contracts on 17.04.2024 (yesterday) as follows: Domestic: 60,296,001.00 TL (including VAT) for ‘Pipe Purchase for Infrastructure Drinking Water and Sewerage Construction Works’ International: 1,336,669.65 USD (43,469,967.35 TL – exchange rate provided by TCMB) for ‘Pipe Purchase for Infrastructure Works’ with various European countries, primarily Germany and Bulgaria

The total sales amount of the contracts is 103,765,968.35 TL, and its impact on the 2024 sales target is 2.28%.

Click here for the 2023 Corporate Governance Information Form.

Click here for the 2023 Corporate Governance Compliance Report.

Click here for the Participation Finance Principles Information Form.

Our Company’s Ordinary General Assembly Meeting for 2023 will be held on Monday, April 29, 2024 at 14.00 at the address of Kırımlı Organize Sanayi Bölgesi Mahallesi Mehmetçik Bulvarı No:2 Merkez/Aksaray to discuss and resolve the items on the agenda.

Please click here for the announcement text and information document including the agenda and power of attorney sample for the General Assembly meeting.

Cash Dividend Payment Amounts and Rates

Share Group Information

Payment

1 TL Nominal Value Share Cash Dividend – Gross (TL)

1 TL Nominal Value Share Cash Dividend – Gross (%)

Withholding Rate(%)

1 TL Nominal Value Share Cash Dividend Payable – Net(TL)

1 TL Nominal Değerli Paya Ödenecek Nakit Kar Payı – Net(%)

Group A, Not Traded, TREKZYB00029

In advance

0,5274905

52,74905

10

0,4747414

47,47414

B Grubu, KBORU, TREKZYB00011

In advance

0,5274905

52,74905

10

0,4747414

47,47414

Dividend Payment Dates

Payment

Offered
Cash Dividend Exercise Date (1)

Finalized
Cash Dividend Exercise Date (2)

Payment Date (3)

Kayıt Tarihi (4)

In advance

26.06.2024

 

28.06.2024

27.06.2024

(1) The date on which the dividend will be paid by the company and the share will start to be traded without dividend rights (proposed).

(2) The date on which the dividend will be paid by the company and the share will start to be traded without dividend rights (finalized).

(3) The date of entry into the accounts of the shareholders whose shares are traded on the Exchange.

(4) The date of determination of the beneficiaries of the shares of the type traded on the stock exchange.

Dividend Payment Amounts and Rates in Shares

Share Group Information

Dividend Amount to be distributed in the form of shares (TL)

Dividend to be distributed in the form of shares (%)

Group A, Not Traded, TREKZYB00029

0

0

Group B, KBORU, TREKZYB00011

0

0

 

Annotations

In the financial statements prepared in accordance with the Capital Markets Board Communiqué Serial: II, No: 14.1 of the Capital Markets Board, the net profit for the period is TL 219,222,887.00 when “Deferred Tax Income” and “Current Period Tax Expense” are taken into consideration together, and our net profit for the period in our financial statements prepared in accordance with the provisions of the Tax Procedure Law is TL 167,733,230.50. Pursuant to Article 13 of our Company’s Articles of Association

a- From the net profit for the period prepared on the basis of TFRS; it has been decided to set aside the General Legal Reserve Fund as TL 8,386,661.53 equal to 5% of the net profit for the period, and the dividend base reached as a result of adding the donations made during the year amounting to TL 160,000.00 to the remaining TL 210,836,225.47 Net Distributable Period Profit is TL 210,996,225.47; and accordingly;

b-To allocate a “first dividend to shareholders” amounting to TL 52,749,056.37 (gross), which corresponds to 25% of the Net Distributable Period Profit with Donations Added, within the framework of the Company’s dividend distribution policy and in accordance with the Turkish Commercial Code and capital markets legislation,

c-The total first dividend to be distributed to shareholders (net) is TL 47,474,150.74 Total Dividend Distributed / Net Distributable Profit for the Period ratio is determined as 22.52% (dividend amount corresponding to a share with a nominal value of TL 1.00 is TL 0.4747415 net, dividend ratio is 47.47415% net),

d – To set aside 10% of the amount found after deducting the dividend at the rate of 5% of the capital from the amount decided to be distributed to the shareholders, and TL 4,774,905.64 as general legal reserves in accordance with the second paragraph of Article 519 of the Turkish Commercial Code,

e- After the dividend distribution; the undistributed profits amounting to TL 153,312,263.47 prepared on the basis of TFRS shall be taken into the account of “Retained Earnings and Losses” and the undistributed profits amounting to TL 101,822,606.97 shall be taken into the account of “Retained Earnings and Losses” within the scope of tax legislation,

f- To distribute the first dividend in cash starting from 26.06.2024,

g- Authorization of the Board of Directors regarding the execution of the works and transactions related to profit distribution,

to be submitted to the approval of our shareholders at the Ordinary General Assembly Meeting of our Company.

 
 

DIVIDEND DISTRIBUTION TABLE

KUZUZEY BORU A.Ş. Dividend Distribution Table for the Period 01.01.2023/31.12.2023 (TL)

1. Paid-in/issued capital

100.000.000

2. General Legal Reserves (According to Legal Records)

12.640.028,29

If there is a privilege in dividend distribution in accordance with the articles of association, information on such privilege

*

According to CMB (TL)

According to Legal Records (TL)

3. Period Profit

201.042.021

171.078.875,97

4. Taxes ( – )

-18.180.866

3.345.645,47

5. Net Profit for the Period

219.222.887

167.733.230,5

6. Prior Year Losses ( – )

0

0

7. General Legal Reserves ( – )

8.386.661,53

8.386.661,53

8. Net Distributable Profit for the Period

210.836.225,47

159.346.568,97

Dividend Advances Distributed During the Year (-)

0

0

Net Distributable Profit/Loss for the Period Net of Dividend Advances

0

0

9. Donations made during the year ( + )

160.000

0

10. Net Distributable Profit for the Period Adding Donations

210.996.225,47

159.346.568,97

11. First Dividend to Shareholders

52.749.056,37

52.749.056,37

* Cash

52.749.056,37

52.749.056,37

* Free of charge

0

0

12. Dividend Distributed to Privileged Shareholders

0

0

13. Other Dividends Distributed

0

0

* Employees

0

0

* Board Members

0

0

* To Persons Other Than Shareholders

0

0

14. Dividends Distributed to Beneficial Shareholders

0

0

15. Second Dividend to Shareholders

0

0

16. General Legal Reserves

4.774.905,64

4.774.905,64

17. Status Reserves

0

0

18. Special Reserves

0

0

19. Extraordinary Reserve

153.312.263,47

101.822.606,97

20. Other Resources Proposed to be Distributed

0

0

Dividend Ratios Table

Share Group

TOTAL DIVIDENDS DISTRIBUTED – CASH (TL) – NET

TOTAL DIVIDENDS DISTRIBUTED – FREE OF CHARGE (TL)

TOTAL DIVIDENDS DISTRIBUTED / NET DISTRIBUTABLE PROFIT FOR THE PERIOD (%) *

DIVIDEND PER SHARE OF TL 1 NOMINAL VALUE – AMOUNT (TL) – NET

DIVIDEND PER SHARE OF TL 1 NOMINAL VALUE – RATE (%) – NET

Group A

11.393.796,18

0

5,4

0,4747414

47,47414

Group B

36.080.354,56

0

17,11

0,4747414

47,47414

TOTAL

47.474.150,74

0

22,52

0,4747414

47,47414

Dividend Distribution Table Explanations

(*)The calculation of net dividends distributed is based on the assumption that all publicly traded shares are held by real persons who are full taxpayers and withholding tax rate of 10% is applied. Information per share is calculated by applying withholding tax. Accordingly, the dividend amount corresponding to one share with a nominal value of TL 1 was determined as gross TL 0.5274905 and net TL 0.4747414.

At the Board of Directors meeting held by our Company, it has been unanimously resolved that the Dividend Distribution Policy established within the framework of the Capital Markets Board regulations be accepted as attached and submitted to the approval of our shareholders as an agenda item at the first general assembly to be held.

At the Board of Directors meeting held by our Company, it was unanimously resolved to accept the Remuneration Policy established within the framework of the Capital Markets Board regulations as attached and to submit it to the information of our shareholders as an agenda item at the first general assembly to be held.

At the Board of Directors meeting held by our Company, it was unanimously resolved to accept the Sponsorship, Donation and Aid Policy, which was established within the framework of the Capital Markets Board regulations, as attached, and to submit it to the approval of our shareholders as an agenda item at the first general assembly to be held.

By the decision of our company’s Board of Directors,
The Procedures and Principles of the General Board Meetings of  Stock Companies and the Regulation on the Representatives of the Ministry to be present at these meetings have been prepared by taking into account the Turkish Commercial Code, the Capital Markets Law and the Articles of Association of the Company ” Internal Directive on the Working Principles and Procedures of the General Board of Kuzeyboru A.Ş. ” is prepared that it has been decided that it will be amended as it is located and submitted for the approval of the shareholders at the first General Board meeting to be held.

.

Our Company participated in the tender with the tender registration number 2024/263301 “Supply of Pipe to be used in Drinking Water Networks of Aksaray Province Central and District Villages” held by Aksaray Special Provincial Special Administration on 28.01.2024 (today) and ranked 1st in the tender by giving the most advantageous price. The tender price is 3.353.820 TL (including VAT).

On 26.03.2024, our Company signed sales contracts amounting to TL 73,383,849 (including VAT). The contracts were made with domestic companies and cover the purchase of “HDPE100 and Corrugated Pipe” for the State Hydraulic Works, Organized Industrial Zone, İzmir and Kayseri Water-Sewerage Administration.

The impact of these contracts on the sales target for 2024 is 1.60%.

At the meeting of our Board of Directors dated 20.03.2024( yesterday) and numbered 2024/11;


In order to benefit from the advantages of import rights without customs duty and VAT due to our Company’s export connections; It has been decided to initiate the necessary procedures for the Inward Processing Permit Certificate (DİİB) with 4,000 tons of raw material purchase and USD 8,000,000 export commitment.

Pursuant to paragraphs 4.3.4 and 4.3.7 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board, our Company’s Board of Directors has decided to nominate an independent board member candidate with the Board of Directors decision dated 07.02.2024 and numbered 2024/04, and an application has been made to the Capital Markets Board to obtain an opinion on the independent member candidate list.
The Capital Markets Board, with its letter dated 13.03.2024 and numbered E-29833736-110.07.07.07-51167, which was notified by our Company on 18.03.2024 (Today); Mr. Ahmet KOYUN, Mr. Ahmet KOYUN, Mr. Selim ERDOĞAN and Mr. Mr. Ahmet KOYUN, Mr. Selim ERDOĞAN and Mr. Ünsal SÖZBİR, it has been decided not to express any negative opinion on the aforementioned independent member candidates for the Board of Directors, taking into account their declarations of independence and their resumes, which are deemed to meet the conditions specified in paragraph 4.3.6 of the Corporate Governance Principles.
Please click here for the independence declarations of the independent board of directors nominees who will be submitted to the approval of the general assembly at the first ordinary General Assembly meeting to be held.

On 15.03.2024, our Company signed “HDPE100 and Corrugated Pipe” sales contracts amounting to TL 109,582,840 (including VAT), all of which have been collected. The contracts are project and construction works signed with domestic institutions, mainly Organized Industrial Zones, State Hydraulic Works and Municipalities.
The impact of these contracts on the sales target for 2024 is 2.40%.

On 17.01.2024, it was announced on the Public Disclosure Platform (KAP) that our company participated in the tender for “Konya Apa Hotamış 1,2,3, Irrigations HDPE Pipe Supply” with tender registration number 2023/1466625 held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) and ranked 1st in the tender by giving the most advantageous price.


The General Directorate of State Hydraulic Works – 4th Regional Directorate Tender Commission has sent the finalization decision and contract invitation to our company that the work has been awarded to us. The contract was signed between the parties on 14.03.2024 (Yesterday).
The base price of the work is 112.507.646 TL (including VAT) and the contract price is expected to be reflected in the company’s financial data as of the 3rd quarter of 2024.

On 23.01.2024, we announced on the Public Disclosure Platform (KAP) that our company participated in the tender with the tender registration number 2023/1482495 “Ereğli-İvriz Right Coast Irrigation Renovation HDPE Pipe Supply Section 4” held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) and ranked 1st in the tender by giving the most advantageous price.


The General Directorate of State Hydraulic Works – 4th Regional Directorate Tender Commission has sent the finalization decision and contract invitation to our company that the work has been awarded to us. The contract was signed between the parties on 14.03.2024 (Yesterday).
The base price of the work is TL 120,853,766 (including VAT) and the contract price is expected to be reflected in the company’s financial data as of the 3rd quarter of 2024.

Within the scope of Article 10 of the Capital Markets Board’s “Communiqué on Material Events” (II-15.1), please click here for the forward-looking expectations table containing our Company’s expectations for the end of 2024.

The report prepared in accordance with Article 29 of the Capital Markets Board’s Share Communiqué No. VII-128.1; including the evaluations regarding whether the assumptions taken as basis in determining the public offering price of our Company’s shares were realized as of 31.12.2023, has been published.

A report regarding the use of funds obtained from the public offering, prepared in accordance with Article 33 of the Capital Markets Board’s Communiqué No. VII-128.1 on Shares, has been published.

Click here for our Company’s investor presentation on 2023.

Our investor presentation has been published simultaneously in the Investor Relations “Investor Presentation” section of our Company’s corporate website at www.kuzeyboru.com.tr.

On 05.03.2024 (Today), our Company signed “HDPE100 and Corrugated Pipe” sales contracts amounting to TL 57,454,095 (including VAT), all of which have been collected. Details regarding these contracts are as follows:
“Hatay Province Stage 4 Rural 500 Earthquake Housing Project, Manisa Demirci Kuzuköy Pond Irrigation, Muğla Kavaklıdere Çavdır Irrigation” projects, construction works and pipe procurement with domestic companies.
The impact of these contracts on the 2024 sales target is 1.25%.

On 04.03.2024 (today), our Company signed “Infrastructure HDPE100 and Corrugated Pipe” sales contracts with companies located in South Korea, Norway and Romania amounting to EUR 1,901,875 (TRY 64,930,963, based on the CBRT Foreign Exchange sales rate).

The impact of these contracts on the sales target for 2024 is 0.014%.

On 01.03.2024, our Company’s Board of Directors decided to invest USD 7,000,000 within the scope of “Investment for Capacity Increase”. The effects of the investment amounting to USD 3.400.000 for the superstructure product group and USD 3.600.000 for the substructure product group on capacity are expected to be 100% in PPR Fittings production, 18% in PE pipe production and 14% in Corrugated Pipe production.

On 01.03.2024 (today), the presentation currency in our unconsolidated financial statements was mistakenly published as TL 1,000. The presentation currency in the financial statements will be revised as TL and will be published again at the end of the day.

Our company’s 2023 year-end financial report has been published.

Our company’s 2023 year-end Board of Directors Activity Report has been published.

With the decision of our company’s board of directors dated 20.02.2024 and numbered 2024/07, it has been decided to initiate a digital project under the name of “K-Commerce” with our in-house software team for e-export solutions where artificial intelligence supported digital marketing and sales process will be managed with artificial intelligence for the development of sales channels, and to allocate 500,000 USD for this investment.

On 20.02.2024 (yesterday), our Company signed “HDPE100 and Corrugated Pipe” sales contracts amounting to TL 54,531,776.03 (including VAT), all of which have been collected. Details regarding these contracts are as follows:

“Sakarya-Geyve Doğantepe Pond Irrigation, Isparta Atabey Akçay Pond Irrigation, Aydın- Buharkent Sewerage, Stormwater, Drinking Water and Wastewater Treatment Plant Construction, Konya-Çumra and Ilgın Wastewater Treatment Plant Construction” projects, construction works and pipe purchase with domestic companies.

The ratio of contract costs to 2022 revenue is 6.92%.

Our Company signed “HDPE100 and Corrugated Pipe” sales contracts on 14.02.2024 (yesterday) amounting to TL 96,028,043.00 (including VAT), all of which have been collected. Details regarding these contracts are as follows:

“Rehabilitation of Earthquake Affected Facilities in Malatya Province, Adana Yumurtalık Sanko Port Operation Infrastructure Works, Adıyaman Pond Irrigation, Mersin Province, Tarsus District, Waste Water Network Line” projects, construction works and pipe procurement with domestic companies.

The ratio of contract costs to 2022 revenue is 12.19%.

Our Company’s Financial Results for the accounting period 01.01.2023 – 31.12.2023 are planned to be announced at PDP on February 29, 2024.

In accordance with our corporate policies, a “silent period” will be applied for the two weeks before the financial statements are announced, and no evalution is made about the financial status of the Company during this period, except for the information disclosed to the public.

 

To audit the financial reports of our Company for the accounting period January 1, 2024 – December 31, 2024 and to carry out other activities within the scope of the relevant regulations in these laws, in accordance with the principles determined by our Board of Directors in accordance with the Turkish Commercial Code No. 6102 and Capital Markets Law No. 6362,

Güncel Bağımsız Denetim Danışmanlık ve Yeminli Mali Müşavirlik A.Ş. and to submit this election to the approval of the first ordinary General Assembly to be held.

On 10.02.2024 (yesterday), our Company signed “HDPE100 and Corrugated Pipe” sales contracts amounting to TL 68,376,019.21 in total, all of which have been collected. Details regarding these contracts are as follows:
“Kahramanmaraş Organized Industrial Zone Infrastructure, Sakarya-İlyaspaşa Irrigation, Manisa-Alaşehir Drinking Water Facility, Bingöl Genç Vahkin Micro-basin, Kütahya-Gediz Üzümlü Irrigation Pond” projects with domestic companies for construction works and pipe purchases amounting to TL 63,907,042.93 (including VAT).
USD 146,042.59 (TL 4,468,976.28 CBRT Foreign Exchange buying rate was taken) for the “Infrastructure Pipe Purchase Work” of companies located abroad in Senegal, Jordan and Albania.
The ratio of the contracts made to the revenue of 2022 is 8.68%.

Our Company has taken delivery of the Polyethylene Drinking Water Pipe production line in the diameter range of Ø1200 mm – Ø 1600 mm, for which the contract was signed and paid on 21.03.2023, and completed the assembly works as of 08.02.2024 (today). With the commissioning of the line, an increase of 9.21% is expected to be achieved in the existing Polyethylene Pipe production capacity.

On 02.02.2024 (today), our Company signed HDPE100 and Corrugated Pipe sales contracts amounting to 42,547,622.40 TL (including VAT) with domestic companies “Diyarbakır Housing Development Administration (TOKİ), Hatay Metropolitan Municipality General Directorate of Water and Sewerage Administration (HATSU), State Hydraulic Works (DSİ) 3rd Region 32nd Branch Sakarya and Yozgat Special Provincial Administration” within the scope of construction works and pipe procurement. Abroad, the Company signed a sales contract amounting to USD344,184.00 (TL10,430,943.56, based on the CBRT foreign exchange buying rate) with companies located in Senegal, Barbados and Bulgaria for the purchase of infrastructure pipes. The total contract amount of TL 52,978,565.96 has been collected in full and the ratio to 2022 revenue is 6.72%.

In line with our investment strategies, the Board of Directors of our Company has decided to invest in an additional SPP that will meet 100% of our electricity costs.

Within the framework of our sustainability strategy, a contract was signed with CW Enerji Mühendislik Ticaret ve Sanayi A.Ş. to install a Land Type Solar Power Plant (SPP) in order to meet all of our electricity costs from solar energy, to support clean energy production and to reduce our carbon footprint. The amount of the signed contract is 8.700.000 USD excluding VAT (263.568.240,00 TL at the CBRT Foreign Exchange buying rate).

This investment will benefit from the 6th Region incentives and is planned to be completed and commissioned in the second quarter of 2025.

The Disclosure Policy established by the Board of Directors of our Company, the main purpose of which is to provide financial and non-financial information that may affect investment decisions to all investors and parties in a transparent, equal, fair, accurate, timely and comprehensible manner, has been arranged in accordance with the legal regulations and has been accepted by the Board of Directors’ decision dated 29.01.2024(Today) and dated 2024/02 and announced in the annex.

On 25.01.2024 (today), our Company signed the following sales contracts in the “Infrastructure HDPE100 and Corrugated Pipe” product group with a total amount of TRY 121,517,064 (including VAT).

“Antalya Water and Wastewater Administration General Directorate Antalya-Aksu District Sewerage Network Construction Work Corrugated Pipe Purchase”

“Bilecik Şeyh Edebali University Wastewater and Stormwater Infrastructure Work Corrugated Pipe Purchase”

“Antalya Water and Wastewater Administration General Directorate Asat3 / W10 Sewerage Network Line Corrugated Pipe Procurement in Döşeme Altı Region”

“DSI 19th Regional Directorate Sivas Yıldızeli Çakraz Regulator Irrigation Construction Work HDPE 100 Pipe Purchase”

“İzmir Water and Sewerage Administration General Directorate (İzsu) Kiraz District Drinking Water Network Construction Work HDPE 100 Pipe Purchase”

“DSİ 21st Regional Directorate Muğla Menteşe Gazeller Irrigation Work HDPE 100 Pipe Purchase”

“DSİ 22nd Regional Directorate Gümüşhane-Şiran Karatepe Pond and Ceviz Pond Irrigation Work HDPE 100 Pipe Purchase”

All contract amounts have been collected and the ratio to 2022 revenue is 15.42%.

Our company participated in the tender with the tender registration number 2023/1482495 “Ereğli-İvriz Right Coast Irrigation Renovation HDPE Pipe Supply Section 4” held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) on 23.01.2024 (today) and ranked 1st in the tender by giving the most advantageous price. The base price of the tender is 120.853.766 TL (including VAT).

Developments regarding the tender will be notified to the public and our investors.

Regarding our company’s ongoing investment “PPRC Pipe and Fitting Production Facility construction in Aksaray Organized Industrial Zone”, on 20.01.2024; A contract worth 24,542,230 TL (including VAT) has been signed with the Contractor Company for the supply and workmanship of roof and facade panels, steel construction (including materials, labor, transportation, assembly), in-factory concrete channel and site concrete construction works, and the delivery times for the works have been determined as 120 days from the contract date.

We present this information to the public and our investors.

Our company signed sales contracts on 19.01.2024 (today),

With a company located abroad for “Infrastructure HDPE100 Pipe” within the scope of “Jordan State Water Works-Ramtha Wastewater Treatment Plant Expansion Project” amounting to 1,667,105.44 USD (50,244,724 TL, CBRT selling rate has been taken).

With a company located abroad for “Infrastructure HDPE100 Pipe” within the scope of “Kosovo- World Bank, Water Security and Canal Protection Project” amounting to 210,000 EUR (6,892,368 TL, CBRT selling rate has been taken).

The ratio of the contract to the 2022 revenue is 7.25%.

Our company participated in the tender with the registration number 2023/1466625, titled “Konya Apa Hotamış 1,2,3, Irrigation HDPE Pipe Supply” held by the General Directorate of State Hydraulic Works – 4th Regional Directorate (Konya) on 17.01.2024 (today), and ranked 1st in the tender by offering the most advantageous price. The base price of the tender is 112,507,646 TL (Including VAT).

Developments regarding the tender will be reported to the public and our investors.

Our company participated in the tender with the registration number 2023/1482451, titled “Adatepe 2nd Part Irrigation Project Material Procurement” held by the General Directorate of State Hydraulic Works – 20th Regional Directorate (Kahramanmaraş) on 16.01.2024 (today), and ranked 1st in the tender by offering the most advantageous price. The base price of the tender is 47,007,153 TL (Including VAT).

Developments regarding the tender will be reported to the public and our investors.

Our company signed sales contracts on 10.01.2024;

With Ssanyong Engineering Construction Co, a company located in South Korea, for the Drinking Water and Sanitation System Project of Mongomo Villages in Equatorial Guinea, for the amount of EUR 346,817 (TL 11,369,667, TCMB sales rate was taken), “Infrastructure HDPE100 Pipe”,

With a company located in Italy, for the Military Base infrastructure within the scope of the NATO Project, for the amount of EUR 400,009 (TL 13,113,455, TCMB sales rate was taken),

With a company located in Turkey, for the amount of TL 28,453,800 (VAT included), “Infrastructure HDPE100 Pipe”. All contract prices have been collected.

The ratio of all contracts to the revenue in 2022 is 6.71%.

Our company signed a sales contract for “Infrastructure HDPE100 and Corrugated Pipe” with a company located in Turkey on 05.01.2024 (today) for 22,587,706 TL (VAT included) and with a company located abroad for 1,069,506 USD (31,898,016 TL, TCMB sales rate was taken). All contract prices have been collected.

The ratio of the contracts to the revenue in 2022 is 6.91%.

The application made to the Board on 26.12.2023 regarding the amendment of Article 6 titled “Capital” of our Company’s Articles of Association has been approved. The registration of the relevant article was carried out by the Aksaray Trade Registry Directorate on 03.01.2024 and was announced in the Turkish Trade Registry Gazette No. 10993 dated 04.01.2024 (today).

Click for the Articles of Association Amendment Text”