Dear Public,
We are pleased to announce that SKF Gıda Sanayi ve Ticaret Anonim Şirketi will hold its Ordinary General Assembly on December 27th, 2024, at 11:00 AM. The assembly will take place at Küçükbakkalköy Mahallesi Kayışdağı Caddesi Allianz Plaza No: 1 İç Kapı No: 106 Ataşehir / İstanbul.
This assembly has been scheduled in accordance with the decision of the Board of Directors dated November 12th, 2024, numbered 2024/3, and as published on page 337 of the Turkish Trade Registry Gazette dated November 28th, 2024, numbered 11217.
The following items will be included in the agenda and discussed and resolved at the general assembly:
1. Opening and election of the chairman for the general assembly.
2. Establishment and authorization of the chairman for signing the Minutes of the General Assembly Meeting.
3. Discussion and approval of the Annual Report of the Board of Directors for the year 2023.
4. Discussion and approval of the financial statements (balance sheet and profit and loss accounts) for the year 2023.
5. Discussion and approval of the release of the Members of the Board of Directors for their activities in 2023.
6. Resolution on the profit and loss for the year 2023 and the accrued profit and reserves (if any) according to the balance sheets for the relevant years.
7. Granting permissions to the members of the Board of Directors within the scope of Articles 395 and 396 of the Turkish Commercial Code.
8. Discussion on the sale or lease of the Company’s immovable properties:
· Property located at İzmir Province, Kemalpaşa District, Bağyurdu Yeni Mahallesi, Hayıtlık Mevkii, with a plot size of 12,188.58 km², and registered with title deed registry with plot number of 314 and parcel number of 5.
· Property with a one-storey prefabricated agricultural workshop and administrative building located at İzmir Province, Kemalpaşa District, Bağyurdu Yeni Mahallesi, Hayıtlık Mevkii, with a plot size of 11,977.52 km², and registered with title deed registry with plot number of 314 and parcel number of 49.
9. Discussion and consent to the lawsuits to which the Company is a party:
9.1. File No. 2024/15 at the İzmir 7th Commercial Court of First Instance
9.2. File No. 2024/105 at the İzmir 2nd Commercial Court of First Instance
9.3. File No. 2023/910 at the İzmir 7th Commercial Court of First Instance
9.4. File No. 2022/675 at İzmir 1st Commercial Court of First Instance
9.5. File No. 2024/20 at the İzmir 5th Commercial Court of First Instance
9.6. Investigation file No. 2023/177814 at the T.R. İzmir Chief Public Prosecutor’s Office
9.7. Investigation file No. 2024/9162 at the T.R. İzmir Chief Public Prosecutor’s Office
9.8. Investigation file No. 2022/184528 at the T.R. İzmir Chief Public Prosecutor’s Office
10. Wishes and closing.
Furthermore, SKF Gıda Sanayi ve Ticaret Anonim Şirketi’s financial statements, consolidated financial statements, annual report of the board of directors, auditor’s report, and dividend distribution proposal of the board of directors will be available for the inspection of shareholders at the company’s head office address as of December 12th, 2024.
All shareholders of SKF Gıda Sanayi ve Ticaret Anonim Şirketi have the right to attend and vote at the Ordinary General Assembly meeting. Shareholders who are unable to attend the meeting in person may appoint a proxy to represent them. Below is a sample power of attorney that can be used by shareholders who wish to appoint a proxy to attend the meeting on their behalf:
SAMPLE POWER OF ATTORNEY
I, [Name], the owner of [Number] shares in SKF Gıda Sanayi ve Ticaret Anonim Şirketi, hereby appoint [Name of Proxy] as my proxy to represent me and vote on all items on the agenda at the Ordinary General Assembly meeting of the shareholders of SKF Gıda Sanayi ve Ticaret Anonim Şirketi, which will be held on December 27th, 2024, at 11:00 AM at Küçükbakkalköy Mahallesi Kayışdağı Caddesi Allianz Plaza No: 1 İç Kapı No: 106 Ataşehir / İstanbul.
Principal’s Name
Date
Signature
Sincerely,
Dear Public,
Our company SKF Gıda Sanayi ve Ticaret Anonim Şirketi (the “Company”) has faced and continue to face a series of unprecedented and serious challenges, ranging from dreadful abuses to malicious external interventions. These events not only affect the fabric of our organization but also pose a threat to the livelihoods of our dedicated staff, the trust of our customers, and the interests of our third-party suppliers and business partners.
Navigating through this challenging period with minimal damage and safeguarding the interests of our stakeholders are among the top priorities of our Company. In this context, it has been decided to share this statement with the public to inform all the players and transparently progress through the process.
Promissory Note
Desen Çikolata Gıda İnşaat Taahhüt Turizm Makine Sanayi İç ve Dış Ticaret Limited Şirketi (“Desen”) has enforceda promissory note dated 20.12.2021 and with a value of 3,000,000.00 Turkish Liras (three million Turkish Liras) against our Company. Additionally, the movable and immovable assets of the Company have been subject to a provisional attachment based on the aforementioned promissory note.
As a result of the examination, we found out that the Company did not have such a debt to Desenat the time the promissory note was issued, and the related promissory note is not even recorded in the Company’s current account records.
Regrettably, the relevant promissory note that unexpectedly enforced led to the imposition of a seizure on the Company’s factory, bank accounts, and essential equipment. Although our legal struggle regarding this situation continues, these actions have significantly and adversely impacted our operations.
The Legacy of Mismanagement from the Former Board of Directors
On April 14, 2023, legal proceedings were initiated by our Company to seek compensation for damages caused by the former members of our Board of Directors, Kadir Demir and Fatih Mehmet Tayfur. During their tenure on the board, they violated their fiduciary duty, and our company has incurred substantial damages arising out of abuse of the powers granted to them by our Company.
The Company filed civil lawsuit to recover the damages inflicted by these individuals. Furthermore, a criminal complaint was lodged with the Izmir Public Prosecutor’s Office regarding the corruption of these individuals and the prosecution of the crimes they committed against our company. It was publicly disclosed that they were removed from our Company’s management as of February 1, 2022.
It is worth noting that the effects of the mismanagement during the tenure of Kadir Demir and Fatih Mehmet Tayfur as former members of the board of directors continue to impact our Company. The circumstances in which the company was administered in a manner significantly divergent from a corporate identity throughout their tenure on the board have had detrimental repercussions on both our ongoing operations and the future efficacy of the organization.
Actions of Company Shareholders Kadir Demir and Fatih Mehmet Tayfur
Ongoing disputes between company shareholders Kadir Demir and Fatih Mehmet Tayfur, and Salim Satır, the authorized representative and sole shareholder of SST Teknoloji Anonim Şirketi, the majority shareholder of the Company, pose a threat to the company’s future. Additionally, as evident from the Company’s accounting records, Kadir Demir and Fatih Mehmet Tayfur have yet to fulfill their obligation to inject capital into the Company. These issues persistently strain relationships among the mentioned individuals, consequently intensifying pressure on the Company’s operations.
Corporate Issues
In addition to the aforementioned problems, our company is grappling with the clandestine acquisition of our formulas, undermining our research and development efforts, and the consequent waste of investments made in this regard. These challenges have led to a tarnished reputation and, worst of all, the loss of valuable customers.
The Company, renowned for its high-quality products both domestically and internationally, is seriously at risk of fully executing its core activities. Our business volume, which had previously shown continuous growth, is now facing a significant contraction due to the reasons mentioned above. In this context, our Company is grappling with challenges that surpass its existing capabilities in the current competitive environment.
In light of the situations outlined, the necessity of implementing the following measures has arisen:
In light of these considerations, we are compelled to promptly make challenging yet necessary strategic decisions to safeguard the interests of our employees, customers, and third-party suppliers and business partners. While doing so, the Company’s financial situation and financial projections, efficiency, and the industry conditions in which it operates have been taken into account. These imperative decisions, born out of necessity, will play a pivotal role in successfully overcoming these challenges before the Company’s liquidation.
Best regards,
Board of Directors of SKF Gıda Sanayi ve Ticaret Anonim Şirketi
It was previously shared with the public that our Company’s former officials, Mehmet Fatih Tayfur and Kadir Demir, are not able to represent our company’s brand Musclecheff in any matter, that criminal complaints and compensation cases were filed against them due to the damages they caused to our Company.
We found out with an e-mail addressed to Kadir Demir by a distributor, while cc’ing our Company’s e-mail address, that Kadir Demir placed an order to a distributor and also collected an advance payment from them and that the distributor requested a refund as it was not sent the order. Thus, we would like to re-announce to the public that neither Kadir Demir nor Mehmet Fatih Tayfur have any authority in our Company or for products produced under the Musclecheff brand. If these people contact you under the Musclecheff brand, please do not disesteem them as our Company will not be responsible for any damages occurring from them.
During the period when Kadir Demir and Mehmet Fatih Tayfur were the managers in our Company, our Company bought a cream production and pancake production line from BAF KONSEPT MÜHENDİSLİK HİZMETLERİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ. The cream production line was delivered to our Company when Kadir Demir and Fatih Mehmet Tayfur were managers in our Company, and the pancake machine was delivered to our Company after the aforementioned persons were dismissed from our Company. It was revealed in our investigation that the cream production line was not produced correctly. It was determined by the court that the pancake machine had already been used. This situation may seem like a commercial dispute, as we later found out, the former executives of our Company, Kadir Demir and Mehmet Fatih Tayfur, as well as BAF KONSEPT MÜHENDİSLİK HİZMETLERİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ’s shareholders Cemal Özer and Anıl Arda Baydar, are selling pancakes by establishing a company named PANITO GIDA DIŞ TİCARET SANAYİ LİMİTED ŞİRKETİ each having 25% of the shares. This Pancake project was developed while Kadir Demir and Mehmet Fatih Tayfur were officials of our Company, and a pancake production line was ordered from the aforementioned company. However, after Mehmet Fatih Tayfur and Kadir Demir left our company, a used pancake production line was delivered to our Company, and they started to sell pancakes under the name Panito, whose company was established by the owners of the aforementioned manufacturer and the former officials of our Company. Considering the commercial relations of the partnerships which the aforementioned persons have due to our Company, we respectfully announce our assessment that such transactions are against commercial ethics and declare that we will initiate all necessary legal initiatives.
Our Company’s former board members, Kadir Demir and Fatih Mehmet Tayfur, have been removed from the management of our Company SKF Gıda Sanayi ve Ticaret A.Ş. as of 01.02.2022, and as of this date, they do not represent our Company or the Company’s brand Musclecheff in any way. These individuals also do not carry out any activities under the brand name Musclecheff, which is the brand of our Company.
Our Company has initiated legal proceedings for the compensation of the damages inflicted on our Company by these individuals during their membership in the board of directors of our Company. These persons caused damage to our Company by violating their obligations of care and loyalty arising from the law and by abusing the authorities granted to them by our Company’s shareholders.
In addition, a criminal complaint has been filed against these individuals with the İzmir Chief Public Prosecutor’s Office in order to determine the irregularities and crimes that they have committed against our Company and to punish them for these reasons. The legal process between our Company and the aforementioned persons is still ongoing and we are respectfully announcing these events for public knowledge.