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| Investor Relations |
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Articles of Association
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HÜRRİYET GAZETECİLİK VE MATBAACILIK ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION PART I GENERAL PROVISIONS FOUNDATION: Article 1: This Joint-Stock Company Articles of Association has been executed by and between the founders who are identified below with their first and last names and residence address, in accordance with the provisions of the Turkish Commercial Code pertaining to "instantaneous" foundation of joint-stock companies. Founders: 1) Haldun Simavi, resident at the address of Istanbul, Taksim, Elmadağ, Beşler Apartmanı, a citizen of the Republic of Turkey; 2) Erol Simavi, resident at the address of Istanbul, Ayazpaşa, Sarayarkası Sokağı, Doğan Apartmanı, a citizen of the Republic of Turkey; 3) Fatma Melek Simavi, resident at the address of Istanbul, Kanlıca, Körfez Caddesi, a citizen of the Republic of Turkey; 4) Tahsin Öztin, resident at the address of Istanbul, Şişli, Haşet Sokağı, Melek Apartmanı, a citizen of the Republic of Turkey and 5) Halit Karakurum, resident at the address of Istanbul, Karagümrük, Ayrı Sokağı, a citizen of the Republic of Turkey. NAME OF THE JOINT-STOCK COMPANY: Article 2: Trade title of the Joint-Stock Company is "HÜRRİYET GAZETECİLİK VE MATBAACILIK ANONİM ŞİRKETİ". Company name: The Joint-Stock Company will use the company name "HÜRRİYET GAZETESİ" (HÜRRİYET NEWSPAPER) in order to promote and discriminate itself from similar other companies in reliance upon the rights granted by Article 55 of the Turkish Commercial Code. OBJECTIVES AND FIELDS OF BUSINESS: Article 3: Objectives of the Company are to engage in journalism, and printing, publishing and sale of newspapers and similar other periodical or non-periodical publications in printed form or in electronic medium, and production of national and international programs, visual and audio media, video, films and advertisements, and promotion business. Fields of Business of the Joint-Stock Company are: 1. a) To publish, print or cause others print, distribute and sell daily, weekly, monthly and other periodical newspapers; b) To publish, print or cause others print, distribute and sell all and any types of periodical and non-periodical publications; c) All types of advertisement activities; d) All types of printing business activities; and e) To buy, sell, import and export all types of machines, materials, raw materials and finished or semi-finished goods for printing and publishing business; 2. a) To make use of, process, reproduce, publish, represent, and broadcast via radio or other technical means, all kinds of intellectual works and works of art; b) To obtain, acquire, hold, use, and enter into all types of transactions on, all and any patents, trademarks, concessions and other intellectual rights and licenses with regard to newspapers, press, publishing and printing business; c) Publishing business in general. 3. a) To produce instructive, documentary, current events, news, music-entertainment and scientific programs and commercials for television, radio and movies, and to market, broadcast and distribute them inside Turkey or abroad; b) To advertise by making use of television, radio, video, Internet, printed materials and all types of media; c) To establish, run and manage photograph, film and audio studios; d) To incorporate, run and manage media and press news agencies and to market news; e) To organize scientific and technical training courses; f) To engage in manufacturing, assembly, repair, maintenance and sub-industries within its fields of business; g) To deal with local and international marketing business activities within its fields of business. 4. a) To be a founder of or to participate in the present or to-be-founded capital companies jointly with local or foreign investors in Turkey and foreign countries within its fields of business, or to purchase, sell, transfer or acquire other companies and enterprises, providing, however, that it does not ever engage in brokerage and portfolio management businesses; b) To enter into cooperation with all and any natural and legal persons, and to recruit expatriates, if and when deemed necessary for its fields of business; c) To purchase, market and sell all types of commodities, daily consumables and/or promotion products or services of every description within its fields of business; d) To borrow long, medium and short-term loans, and borrow commodity, guarantee, import and investment credit facilities from domestic and foreign markets within its fields of business; e) To obtain, acquire, hold and dispose of all kinds of properties, real estates and industrial property rights, and to establish pledges and mortgages thereon, and to acquire, establish, delete, remove and annul all types of property rights and rights of easement, servitude, rent, option, habitation and real estate encumbrances and other rights, in Turkey or abroad for achievement of its objectives; f) To acquire, own, rent, or effect all and any acts in relation with the personal or property rights on, all types of air, land and sea means of conveyance within its fields of business and for its objectives; g) To register in its own name, purchase, acquire, transfer, sell, exchange, or use as a guarantee, all and any licenses, trademarks, brand names, trade names, titles, company names and other copyrights in connection with its activities; h) To produce news, films, news programs, documentary films, and instructive audio and visual materials; to produce and market written and visual news to local and foreign radio and television channels, newspapers and news agencies, and to deal with all usual functions of a news agency; 5. To provide and supply corporate or individual Internet services, and to make sales to Internet end users, and to establish a subscription system, and to serve as an Internet Service Provider; and 6. To engage in all kinds of commercial, industrial and financial business operations for achievement of its objectives as listed above. Within the principles determined by the Capital Markets Board, the Company make grants and donations to the national budget institutions, annexed budged institutions, Provincial Administrations, Municipalities and Villages, Foundations, associations and scientific research and development firms and entities, universities, educational institutions and similar other persons or entities. In addition to the activities listed above, if and when deemed necessary and useful for achievement of its goals and objectives, the Company may enter into other businesses by effecting the necessary amendments in its Articles of Association with a prior consent of the Ministry of Industry and Commerce and the Capital Markets Board in reliance upon a proposal of its Board of Directors. ACQUISITION OF PERSONAL AND PROPERTY RIGHTS: Article 4: The Company may acquire all types of real estates and all and any personal and property rights on real estates through purchase, donation or other ways, and sell or otherwise transfer and dispose of its real estates and its personal and property rights on real estates through sales or other ways, and may establish and remove mortgages or other personal and property rights and encumbrances thereon, and may hire its real estates and properties in full or in part to third persons. As a security for enforcement of its rights and interests and for collection of its receivables, the Company may acquire and hold all types of personal and property rights, including, but not limited to, chattel mortgages, and may further establish and remove all types of personal and property rights or encumbrances on its movable and immovable assets and personal and real properties and may receive and release other guarantees as a security for collection, payment or enforcement of debts or obligations of third persons subject to compliance with the provisions of Article 30 of its Articles of Association and subject to making the required disclosures to the Capital Markets Board for informing the prospective investors about major events affecting the value of its shares. HEAD OFFICES AND BRANCHES OF THE COMPANY: Article 5: Head offices of the Company are in Istanbul province, Bağcılar township, at the address of Evren Mahallesi, Gülbahar Caddesi, Hürriyet Medya Towers, Güneşli, Istanbul. In the case of a change of address, its new address will be duly registered in the Trade Registry and announced in the Turkish Trade Registry Gazette, and will be separately notified to the Capital Markets Board and the Ministry of Industry and Commerce. Notices delivered to the registered and announced address of the Company will be deemed to have been duly served on the Company. Failure of the Company to have its new address duly registered on time after leaving its registered and announced address will be considered as a just cause for dissolution of the Company. The Company may open branches, correspondent offices and liaison bureaus in Turkey and abroad with a prior notice to the Capital Markets Board and the Ministry of Industry and Commerce. DURATION OF THE COMPANY: Article 6: Duration of the Company is unlimited, but may be terminated for legal reasons and by a decision taken by affirmative vote of shareholders holding at least 3/4th of the capital. INCREASE OF CAPITAL: Article 7: The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law. If and when required, the registered capital ceiling may be increased by a decision of the General Assembly of Shareholders with a prior consent of the Capital Markets Board. The issued capital may be increased by a decision of the Board of Directors in accordance with the legal formalities in connection therewith. Decisions to increase the capital of the Company will be enforced and implemented in strict compliance with the pertinent provisions of the Capital Markets Law. Capital of the Company may be increased through subscription of the existing shareholders in the capital increase, or acceptance of new shareholders from outside, or capitalization of extraordinary reserves or funds. In capital increase, the Board of Directors is authorized to offer to public all and any shares remaining due to non-use of the rights of option, at a price per share above their nominal value. If it is decided to increase the capital through capitalization of reserve funds, bonus shares will be allocated and distributed to the existing shareholders in proportion to their existing shares in the capital. REDUCTION OF CAPITAL: Article 8: If and when deemed necessary, the Articles of Association may be amended and the capital may be reduced by a decision of the General Assembly of Shareholders in accordance with the pertinent provisions of the Turkish Commercial Code and the Capital Markets Law. PART II CAPITAL, SHARES, TRANSFER OF SHARES AND ISSUANCE OF CAPITAL MARKET INSTRUMENTS Registered and Issued Capital: Article 9: The Company has accepted the registered capital system in accordance with the provisions of the Law 2499, and has shifted to this system with a prior consent of the Capital Markets Board, ref. 196, dated 16/04/1992. Registered capital of the Company is 800,000,000 YTL divided into 800,000,000 shares, each with a nominal value of 1 YTL. Issued and fully paid capital of the Company is 416,742,560 YTL (416,742,560,000,000 TL) divided into 416,742,560 registered shares, each with a nominal value of 1 YTL. An amount of 1,624,541 YTL (1,624,541,142,352 TL) in the issued capital has been fully paid in cash, and the balance of 415,118,019 YTL (415,118,018,857,648 TL) has been funded out of the internal sources and capitalized, and the shares issued for the capital increase have been allocated and distributed to the shareholders. Distribution of shares corresponding to the issued capital is as shown below:
New shares may not be issued unless and until the issued shares are fully sold and paid for. Nominal value per share has been changed from 1,000 TL to 1 YTL as per the provisions of the Law no. 5274 amending the Turkish Commercial Code. As a result thereof, total number of shares was reduced, and 1 share worth 1 YTL will be allocated against 1,000 shares each with a nominal value of 1,000 TL. With regard to the said exchange, the rights already held by the shareholders over their shares are, however, reserved. The shares representing the capital will be traced via records pursuant to the recording principles. TRANSFER OF SHARES: Article 10: Shares of the Company may be freely transferred by their shareholders in accordance with provisions of the Turkish Commercial Code. SHARES: Article 11: Shares will be issued by a decision of the Board of Directors in accordance with pertinent provisions of the Turkish Commercial Code, the Capital Markets Law, and the Communiqués and Decisions of the Capital Markets Board, and the ISE (Istanbul Stock Exchange) Quotation Regulation. CAPITAL MARKET INSTRUMENTS: Article 12: The Company may issue all kinds of bonds, commercial papers, participation and dividend right coupons, profit and loss sharing certificates and all types of other securities, capital market instruments and negotiable instruments acceptable to the Capital Markets Board for sale to natural or legal persons in Turkey and/or abroad in accordance with pertinent provisions of the Turkish Commercial Code, the Capital Markets Law, and Communiqués of the Capital Markets Board, and other applicable laws and regulations. The capital market instruments and other securities and negotiable instruments referred to in this Article will be issued by a decision of the Board of Directors if allowed so by the provisions of the Turkish Commercial Code and the Capital Markets Law, and for the instruments that may be issued only by a decision of the General Assembly of Shareholders, the General Assembly of Shareholders may authorize the Board of Directors to determine the timing and conditions of issue thereof. PART III MANAGEMENT AND REPRESENTATION OF THE COMPANY BOARD OF DIRECTORS: Article 13: The Company will be managed and directed by a Board of Directors, consisting of not less than 6, and not more than 9 members, to be elected by the General Assembly of Shareholders from among the shareholders. At least 1/3rd of the directors are required to be independent directors having the qualifications enumerated in the Corporate Governance Principles of the Capital Markets Board. A person who has served as a member in the Board of Directors of the Company for a total term of office of 7 years may not be appointed as an independent director to the Board of Directors. Members of the Board of Directors are required to be elected from among the persons having basic knowledge about the laws and legal principles pertaining to the transactions, acts and operations within the fields of business of the Company, having skills and experience for company management, having skills to examine and interpret the financial statements and reports, and preferably, graduated from a university. In order to ensure that its powers and responsibilities are enforced and performed properly and as required, the Board of Directors will elect one President and one Vice President from among its members every year, and in addition, if and when deemed necessary, the Board of Directors may distribute duties among its members by delegating some of its powers to managing directors who will be in charge of some certain parts of the Company activities and operations and will be assigned for ensuring that the decisions of the Board of Directors are implemented and enforced. However, more than half of the full number of members of the Board of Directors may not be assigned for execution duties, and this principle will be taken into consideration particularly in definition of jobs of the directors. President of the Board of Directors is under obligation to ensure that the calls for Board meetings and the discussions in Board meetings are properly handled, and the decisions taken in such meetings are duly recorded, and will perform its responsibilities through the Secretariat to the Board of Directors. Vice President of the Board of Directors assumes and performs the powers, duties and responsibilities vested in him and delegated to him by the President, and manages and presides the Board meetings to which the President cannot attend for any reason whatsoever. Maximum term of office of the directors is 3 years. If a certain term of office is not clearly specified in the relevant decision of the General Assembly of Shareholders, the directors are deemed to have been elected for a term of office of 1 year. Any director whose term of office is over may be re-elected. In the case of a vacancy in the Board of Directors, a person bearing the required qualifications will be elected by the Board of Directors for presentation to the approval of the General Assembly of Shareholders in its next meeting, and the director elected as above will complete the term of office of his predecessor subject to the approval of his appointment by the General Assembly of Shareholders. Natural persons elected to the Board of Directors as a representative of a legal entity shareholder will be deemed to have automatically resigned from the Board of Directors as soon as their power to represent that legal entity shareholder is terminated or ceases to exist. A Director who fails to attend 3 consecutive meetings of the Board of Directors without a valid excuse acceptable to the Board of Directors will be deemed to have resigned from the Board of Directors. The General Assembly of Shareholders may, if and when deemed necessary, at any time replace the members of the Board of Directors. DUTIES AND POWERS OF THE BOARD OF DIRECTORS: Article 14: The Board of Directors is obliged to perform the duties vested in it by the Turkish Commercial Code, the Capital Markets Law and the Articles of Association. All kinds of works and actions which do not require a decision of the General Assembly of Shareholders pursuant to the laws or the Articles of Association will be conducted, carried out and performed by the Board of Directors. In particular, the Board of Directors: a) Determines and makes public the mission and vision of the Company; and b) Continuously reviews in a participatory manner the degree of achievement of objectives, the activities and the past performance and efficiency of the Company; and c) Decides which of the activities enumerated and listed in "Objectives" article of the Articles of Association will be realized, and determines the timing and conditions thereof; and d) Establishes a risk management and internal audit system which may minimize the effects of the risks encountered by the Company, and takes the necessary measures and actions for healthy operation of this system; and e) Checks the compliance of the Company's activities with the applicable laws and regulations, the Articles of Association and the internal bylaws and regulations of the Company; and f) Determines the approaches applicable by the Company in its relations with its shareholders and the public in general, and pioneers in resolution of the disputes that may arise between the Company and its shareholders; and g) Determines and approves the yearly business program, budget and staff positions, and reviews and decides the amendments and changes required therein; and h) Is liable to ensure that the balance sheet, the income statement and other financial statements and yearly activity report of the Company disclosed to the public are prepared and issued in accordance with the applicable laws and the international standards, contain true and accurate information, and are submitted to the required official authorities and bodies; and i) Supervises and audits the use of expenditures in excess of 10% of total assets of the last balance sheet of the Company; and j) Determines the information and reporting policy of the Company; and k) Takes necessary actions for suitability of the structure of the Company to the current conditions of the day, and organizes the on-the-job training and career planning of the Company managers and other employees, and determines the principles of measurement of their performance and efficiency and the principles of rewarding; and l) Decides and determines the rules of conduct and ethics for the Company and its employees; and m) Ensures that the meetings of the General Assembly of Shareholders are organized and held in accordance with the applicable laws and the Articles of Association; and n) Ensures that the decisions of the General Assembly of Shareholders are properly enforced; and o) Determines and elects the committees of the Board of Directors and their chairmen and members. For performance of its duties and responsibilities vested in it by the applicable laws and the Articles of Association, the Board of Directors may transfer and delegate some of these duties and responsibilities to the Company committees by clearly describing the functions thereof, but without getting relieved of its liability in connection therewith. As a rule, the members of the Board of Directors may not make any deal or enter into any competition with the Company unless otherwise decided by the General Assembly of Shareholders by an affirmative vote of minimum 3/4th of the shareholders presented in the meeting. The members of the Board of Directors may take office in the boards of directors of Doğan Group Companies in order to protect, preserve, supervise, manage and audit the interests of the Company and its shareholders. Other duties, jobs and functions may be assumed only with a prior approval of, and subject to the rules to be specified by, the Board of Directors. MEETINGS OF THE BOARD OF DIRECTORS: Article 15: The Board of Directors will meet whenever deemed necessary for performance of the Company businesses, but in any case not less than once a month. As a rule, the Board of Directors will meet upon call of its President or Vice President. However, it is a must to call the Board of Directors for a meeting upon demand of minimum 3 directors. Furthermore, any one of the Internal Auditors and minority shareholders may also call the Board of Directors for a meeting by determining the agenda thereof. In this case, the President will consider and evaluate the urgency of the proposed agenda, and may in his sole discretion immediately call the Board of Directors for a meeting or postpone the discussion of the proposed agenda to the next meeting of the Board of Directors, by declaring the reasons thereof and under his full responsibility. Except for the urgently needed meetings, all meeting calls must contain an agenda and must be made no later than 7 days prior to the meeting day and must be appended by all kinds of information and documents relating to the agenda items and topics. As a rule, the Board meetings will be held in the head offices of the Company. However, the Board of Directors may also meet in another convenient place in the same city with the head offices of the Company or in a ny other city by and as per a decision of the Board of Directors. The directors will mainly and primarily attend the Board meetings personally, but may also participate by using all and any technological methods for remote access to the meetings. Opinions and comments of a director who cannot attend a meeting, but expresses his opinions and comments in writing will be presented to the other directors for information purposes. Discussions in the Board meetings may be recorded in meeting minutes. In this case, the meeting minutes must be signed by the directors present in the meeting, and the opponents to a decision must also sign the meeting minutes by declaring their dissenting opinions and reasons of their opposition. The meeting minutes and the related documents and all of the relevant correspondences will be regularly archived and filed by the Secretariat to the Board of Directors. Detailed dissenting opinions and the reasons of opposition of the independent members who use a negative vote will also be disclosed to public. The Board of Directors will meet with presence of at least one more than half of the full number of directors, and take its decisions by affirmative vote of simple majority of the directors present in the meeting. In the case of equality of votes, the subject matter thereof will be incorporated in the agenda of the next Board meeting, and if it is not approved and decided by majority of votes in the next Board meeting, the relevant motion will be deemed to have been disapproved. Each of the Directors will have one vote, irrespective of their positions and duties in the Board of Directors. A Director may not attend the Board meetings relating to and affecting the interests of himself or his wife or his blood relatives and relatives by marriage up to the third degree. Pursuant to the provisions of 2nd paragraph of Article 330 of the Turkish Commercial Code, the Board decisions may be taken by receiving written consent and approval of other Directors for a written proposal of any Director; providing, however, that the decisions on the subject matters which require personal presence in a meeting pursuant to the Corporate Governance Principles of the Capital Markets Board may not be taken by this method. SECRETARIAT TO THE BOARD OF DIRECTORS: Article 16: A secretariat composed of a sufficient number of adequately qualified personnel will be established and will report to the President of the Board of Directors. Basic duties and responsibilities of the Secretariat to the Board of Directors are as follows: - To make preparations for and keep minutes of meetings of both the Board of Directors and the Committees; - To monitor and trace the internal correspondences about and relating to the said Board and Committees; - To issue and prepare all of the required documentation; - To organize and keep an archive and keep it updated; and - To ensure communication between the members of the Board and the Committees. REPRESENTATION AND BINDING POWERS: Article 17: The Company will be represented toward third persons by the Board of Directors. The Board of Directors may partially delegate and transfer these representation powers by appointing authorized signatories of the Company and deciding the limits of their authorization. In order to be valid and binding on the Company, all kinds of documents to be issued and all kinds of agreements to be signed by the Company must have been signed by the authorized signatories of the Company under the title, name and common seal of the Company. EXECUTIVE COMMITTEE AND OTHER COMMITTEES: Article 18: In order to ensure that its duties, functions and responsibilities are properly performed and fulfilled, the Board of Directors will form and appoint Executive Committee, Audit Committee, Corporate Governance Committee and a sufficient number of other committees by considering also the requirements and needs of the Company. In decisions of appointment of committees, their duties and functions will be determined in details by considering also the related provisions of the Articles of Association. The Board of Directors may at any time rearrange the duties and functions of the committees and replace the chairmen and members thereof if and to the extent deemed necessary. The committees will be formed and organized in compliance with the Capital Markets Laws and Regulations, the Corporate Governance Principles of the Capital Markets Board and the pertinent provisions of the Articles of Association. If and when the number of committees exceeds the number of the independent members of the Board of Directors and/or none of the Directors bears and has the qualifications required for the duties and functions of the subject committee, and due to similar other reasons and to the extent permitted by the applicable laws and regulations, the Chairman of a Committee may be elected from among the independent third persons specialized on the relevant subject matter. The Committees will work independently and make suggestions and present proposals to the Board of Directors. However, except for the Executive Committee, the Committees are not authorized to take executive decisions on the business affairs of the Company, and the decision making authority on the suggestions and proposals of the Committees is the Board of Directors. The Committees will meet upon a call of the Committee Chairman in the frequency required for their activities and works. All of the Committee meetings and works will be conducted in writing and the required records will be kept. All correspondences and information duties of the Committees will be handled and managed by the Secretariat to the Board of Directors. EXECUTIVE COMMITTEE: Article 19: The Board of Directors will form and appoint an Executive Committee comprised of a sufficient number of members in order to ensure that the Company's activities, works and transactions are carried out and performed in accordance with the work program and budget determined by the Board of Directors. In the decision of appointment, the topics on which the Executive Committee will be authorized to take decisions, and the limits of its authorization will be stated and shown in details. Chairman of the Executive Committee who will be authorized to manage and direct the Executive Committee works and the Company works and activities will be elected from among the Directors, but the President of the Board of Directors may not be elected as the Chairman of the Executive Committee at the same time. The Board of Directors will, in election of the members of the Executive Committee, take into account suggestions and proposals of the Chairman of the Executive Committee. The Executive Committees will meet upon a call of the Executive Committee Chairman in the frequency required for the Company activities and works. The Company managers and third persons may, if deemed necessary and appropriate by the Executive Committee Chairman, also attend the meetings of the Executive Committee. All decisions and works of the Executive Committee will be documented in writing, and in each meeting of the Board of Directors, the Executive Committee Chairman will inform the Board of Directors about the works of the Executive Committee. AUDIT COMMITTEE: Article 20: The Audit Committee is responsible for taking all of the measures required and deemed necessary and fit for sufficiency and transparency of all types of internal and independent external audits, and for performing other duties vested in it by the Capital Markets Laws and Regulations, and is particularly responsible for performance of the following duties and functions: - To check and approve the compliance of the financial statements and their footnotes to be disclosed to public with the relevant applicable laws and the international accounting standards; and - To supervise the operations and efficiency of the Company accounting system, method of disclosure of financial data and information to public, independent audit, internal control and risk management system of the Company; and - To review, respond to, and resolve all complaints about the Company's accounting, internal control system and independent audit; and - To take actions and issue internal regulations for avoidance of probable conflicts of interests between the Directors, managers and other employees of the Company and for prevention of abuse of the trade secrets of the Company. The Executive Committee Chairman and the top echelon manager or executive in charge of financial affairs of the Company may not be appointed to the Audit Committee. The Audit Committee will meet upon a call of its Chairman, but in any case not less than once a quarter. The Audit Committee may invite any managers, internal auditors and independent external auditors and experts to its meetings and make an exchange of views and ideas with them. The Audit Committee may, in its sole discretion and if and when deemed necessary, give information to the General Assembly of Shareholders. CORPORATE GOVERNANCE COMMITTEE: Article 21: The Corporate Governance Committee is liable and responsible for checking the compliance of the Company with the Corporate Governance Principles and is particularly responsible for performance of the following duties and functions: - To check and investigate to which extent the Corporate Governance Principles are applied in the Company, and if not applied fully, to determine the reasons thereof and the negative results of failure in full application of them and to suggest and propose measures for improvement; and - To determine appropriate methods for assuring the transparency in choosing the candidates to be nominated for the Board of Directors; and - To conduct studies and make suggestions on the number of the members of the Board of Directors and other managers and executives of the Company; and - To develop and make suggestions for, and follow up the implementation of, the principles and practices with regard to performance assessment and rewarding of the members of the Board of Directors and other managers and executives of the Company; and - To supervise the works of the Shareholder Relations Unit. The Executive Committee Chairman may not be appointed to the Corporate Governance Committee, and majority of the members of this Committee must be comprised of independent members. In the Board of Directors' yearly Activity Report, detailed information will be given about the works of the Corporate Governance Committee. A Shareholder Relations Unit will be formed and appointed as a part of the Corporate Governance Committee and will report to the Corporate Governance Committee Chairman and will be in charge of monitoring all relations between the Company and the shareholders and ensuring that all information rights of the shareholders are fully respected to. Basic duties and functions of this Unit are as listed below: - To ensure that all records relating to the shareholders are kept properly, accurately, safely and updated; and - To satisfy all of the written information requests of the shareholders about the Company and its activities to the maximum extent allowed by the laws; and - To ensure that the meetings of the General Assembly of Shareholders are organized and held properly; and - To prepare the documents to be submitted to shareholders in the meetings of the General Assembly of Shareholders; and - To take all necessary actions for proper keeping of the meeting minutes and records; and - To supervise and ensure compliance with the applicable laws pertaining to the disclosures to public, The Shareholder Relations Unit will take care of using the electronic communication means and the Internet web site of the Company in all of its works and activities. The Corporate Governance Committee may, in its discretion and if deemed necessary, give information to the General Assembly of Shareholders of the Company. REMUNERATIONS AND FEES: Article 22: Fees to be determined by the General Assembly of Shareholders will be payable to President, Vice President and members of the Board of Directors. These remunerations and fees will be determined by taking into consideration the time to be spent by the relevant persons for preparation for and performance of their duties before, during and after the Board meetings, as well as the fees payable to the Chairman and members of the Executive Committee. Furthermore, whether remuneration per meeting will be paid to the participants or not will be decided, and if so, the amount thereof will be determined by the General Assembly of Shareholders. Whether any fee will be paid to the Committee Chairmen and Members who are not Directors or not will be decided, and if so, the amount and conditions of such fee payments will be determined by the Board of Directors in its decision to form and appoint the relevant committee. PART IV INTERNAL AUDIT INTERNAL AUDITORS: Article 23: The General Assembly of Shareholders will elect minimum two internal auditors from among the shareholders or from outside. In the case of a vacancy in one of the internal auditors, the other internal auditor will fill in the vacancy by appointing a person having the required qualifications until the next meeting of the General Assembly of Shareholders. In the event that both internal auditors resign for any reason whatsoever, then and in this case, upon application of any one of the Directors, internal auditors will be appointed by the Commercial Court of First Instance having jurisdiction in the city of the head offices of the Company. TERM OF OFFICE AND DUTIES OF INTERNAL AUDITORS: Article 24: Maximum term of office of the internal auditors will be three years. If a specific term of office is not clearly state in the decision of the General Assembly of Shareholders electing the internal auditors, the internal auditors will be deemed to have been elected for a term of office of one year. An internal auditor whose term of office is over may be re-elected. The internal auditors will perform the duties and functions specified in the Articles of Association and the Turkish Commercial Code and other applicable laws. Upon call of the Audit Committee, the internal auditors will attend the said committee meetings and give the requested information and documents. Each of the internal auditors is also liable to perform the duties and use and enforce the powers independent from the other internal auditor. If and when deemed necessary due to important reasons for the Company or upon a recommendation of the Audit Committee of the Company and/or of the shareholders representing at least one-twentieth of the Company capital, each internal auditor will be liable to call the General Assembly of Shareholders for a meeting by determining the meeting agenda thereof. INTERNAL AUDITOR FEES: Article 25: A monthly or yearly fee to be determined by the General Assembly of Shareholders will be paid to internal auditors. INDEPENDENT AUDIT: Article 26: The "independent audit firm" for independent audit of the financial statements of the Company will be chosen and appointed by the General Assembly of Shareholders upon a proposal of the Board of Directors. Term of office of the independent audit firm and the independent audit team will be governed by the pertinent provisions of the Capital Markets Laws and Regulations. To the extent allowed by the applicable laws, it will be ensured that an independent audit firm and/or independent audit team is not appointed for more than five consecutive accounting periods for and in respect of continuous (permanent) and/or ad hoc audits. The Company may enter into a continuous (permanent) and/or ad hoc audit contract with the same independent audit firm and/or independent audit team only after the end of minimum two accounting periods following completion of its previous term of office. The Company is not allowed to purchase or receive consulting services from its independent audit firm or from any of the employees of that firm or from a consulting services company where that firm is directly or indirectly a dominant (controlling) shareholder in terms of management or capital or from any of the employees of such company. This provision is applicable also on the consulting services rendered and offered by any of the natural person shareholders or managers of the said independent audit firm. PART V GENERAL ASSEMBLY OF SHAREHOLDERS GENERAL ASSEMBLY OF SHAREHOLDERS: Article 27: The shareholders of the Company will meet in a meeting of the General Assembly of Shareholders at least once a year. When convened in accordance with the relevant applicable laws and the Articles of Association, the General Assembly of Shareholders will represent all shareholders. Decisions taken by the General Assembly of Shareholders will be binding also on the opponents of such decisions and on the shareholders not present in the meeting. The General Assembly of Shareholders will meet for ordinary (regular) and extraordinary (special) meetings and take the necessary decisions. Meetings of the General Assembly of Shareholders will be attended also by the Directors, the nominees for the Board of Directors, and the Internal Auditors, as well as the Company officers who are in charge of and are requested to make explanations about the agenda topics of the meeting. If any Company officer invited to a meeting cannot attend the meeting, the reasons of non-attendance of such officer will be declared by the Chairman of the General Assembly of Shareholders. With regard to the persons who are nominated for the first time to the Board of Directors, the identity information, education level, duties and jobs in the recent 5 years, the level and nature of their relations with the Company, their past experience as a member of board of directors, their past duties and jobs as civil servant, financial situation, declaration of properties filed as civil servant, whether they are independent or not, and other qualifications that may affect the Company's business activities are required to be declared to the General Assembly of Shareholders. Unless otherwise decided by the General Assembly of Shareholders, all General Assembly meetings will be open to the media and the relevant persons, providing, however, that other than the shareholders or their proxies, none of the participants of a General Assembly meeting will have the right to speak and vote in the meetings of the General Assembly of Shareholders. CHAIRMANSHIP COMMITTEE: Article 28: Chairmanship committee of the General Assembly meetings is comprised of a Chairman, a Vote-Collector and a Secretary. Chairman, Vote-Collector and Secretary of the meetings will be elected by the General Assembly of Shareholders from among the persons present in the meeting. The duty of the Chairmanship Committee is to ensure that the discussions are held properly and regularly and the meeting minutes are kept in accordance with the applicable laws and the Articles of Association. MEETING PLACE AND INVITATIONS: Article 29: The General Assembly of Shareholders will meet in the head offices of the Company or in a convenient place in the city of the head offices of the Company upon a decision of the Board of Directors. Time, place and agenda of meetings of the General Assembly of Shareholders will be communicated to the shareholders by an advertisement to be published according to Article 35 of the Articles of Association. The meeting advertisement will contain all information required to be given in meeting calls and advertisements as per the Corporate Governance Principles of the Capital Markets Board. Shareholders or their proxies who will attend the meetings of the General Assembly of Shareholders are required to deliver and present the certificates of shares held or represented by them, as the case may be, or the documents of proof in relation therewith, to the head offices of the Company or to a place of delivery to be designated by the Board of Directors or specified in the applicable laws, and to receive an entrance document showing the quantity and numbers of their shares against such submittals, prior to the relevant meeting and within a period to be announced by the Company, not being longer than one week. A shareholder and/or his proxy not holding an entrance document is not permitted to attend the meeting and speak and/or vote in the meeting. The entrance documents will be valid also for the second meeting to be called if and when the required quorum cannot be reached in the first meeting. To the extent permitted by the provisions of the Turkish Commercial Code, the Capital Market Laws and Regulations and other applicable laws and regulations, the arrangements relating to the recording system will be applicable for the periods and documents mentioned in this Article. DUTIES AND POWERS OF THE GENERAL ASSEMBLY OF SHAREHOLDERS: Article 30: The General Assembly of Shareholders will use and enforce the powers and perform the duties vested in it by the Turkish Commercial Code, the Capital Markets Law and other applicable laws and regulations. Unless otherwise decided by the General Assembly of Shareholders, exchange of shares, or acquisition and/or sale of assets worth in excess of 10% of total assets of the Company in one incident, or lease or rent of such assets, or total grants and donations given in an accounting period under conditions specified in Article 3 of the Articles of Association in excess of 1% of total assets of the Company, or total sum of mortgages, pledges, guarantees, surety and similar other guarantees established or given in favor of third persons in an accounting period in excess of 25% of total assets shown in the last balance sheet disclosed to public (or 50% for the non-cash credits of banks) are allowed only if they are effected by a decision of the General Assembly of Shareholders. If and to the extent it is mandatory in the course of Company activities, the General Assembly of Shareholders may increase the aforementioned percentages and authorize the Board of Directors on such issues. MEETING AND DECISION QUORUMS: Article 31: Unless otherwise specified in the Articles of Association, in both ordinary and extraordinary meetings of the General Assembly of Shareholders, the meeting and decision quorums envisaged in the Turkish Commercial Code will be applied. Provided, however, that the meeting quorums specified in Article 372 of the Turkish Commercial Code will be applied in the General Assembly meetings to be called for discussion of the matters listed in the second and third paragraphs of Article 388 of the Turkish Commercial Code. MINORITY INTERESTS: Article 32: For eligibility for the minority interests specified in the applicable laws and in the Articles of Association, it is sufficient to represent at least 5% of the capital. VOTING AND REPRESENTATION BY PROXY: Article 33: In the meetings of the General Assembly of Shareholders, the votes will be used by show of hands, providing, however, that balloting is essential upon demand of at least 5% of the shareholders represented in the meeting. Each share duly represented in person or by proxy in both ordinary and extraordinary meetings of the General Assembly of Shareholders will give one vote to its holder. In the meetings of the General Assembly of Shareholders, the shareholders may be represented by a proxy appointed from among other shareholders or from outside. In the event that the usufruct rights and the rights of disposal with regard to a share are owned by different persons, then they may be represented as deemed fit if and when they come to a mutual agreement thereon, but if they cannot come to agreement, the right to attend and vote in the meetings of the General Assembly of Shareholders will be used by the holder of the usufruct rights. The legislative arrangements of the Capital Markets Board pertaining to voting by proxy will also be applicable. COMMISSIONER: Article 34: Except for the force majeure events, both ordinary and extraordinary meetings of the General Assembly of Shareholders will be notified to the Ministry of Industry and Commerce and the Capital Markets Board or any authority designated or authorized by them no later than 21 days prior to the relevant meeting. A commissioner from the Ministry of Industry and Commerce must be present in all meetings. The meetings held in absence of a commissioner and the decisions taken in such meetings will be null and invalid. ADVERTISEMENTS: Article 35: Advertisements and announcements of the Company will be published 15 days in advance in the edition circulation in Turkey of at least two daily newspapers as well as the newspaper referred to in Article 37 of the Turkish Commercial Code, by also taking into consideration the relevant legislative arrangements, including, but not limited to, the Corporate Governance Principles of the Capital Markets Board. However, advertisements for calls of meetings of the General Assembly of Shareholders are required to be published no later than 21 days prior to the date of meeting. Advertisements and announcements relating to reduction of capital or liquidation of the Company will be governed by provisions of Articles 397 and 438 of the Turkish Commercial Code. The advertisements and announcements to be published by the Company pursuant to the laws will be separately published also in the Internet web site of the Company. SUBMITTALS TO THE MINISTRY AND THE CAPITAL MARKETS BOARD: Article 36: One copy of each of the Board of Directors' Activity Report and the Auditor Report and the yearly financial statements, including yearly balance sheet and income statement, and the General Assembly meeting minutes and the list of attendants thereof will, within maximum one month following the last meeting day of the General Assembly of Shareholders, be sent and submitted to the Ministry of Industry and Commerce, and together with the required advertisements, also to the Capital Markets Board. The said documentation may also be submitted and delivered to the Ministry and the Board representatives present in the relevant meeting. The financial statements, the Board of Directors' Activity Report and the Auditor Reports will be prepared, issued and announced in accordance with the pertinent communiqués and the Corporate Governance Principles of the Capital Markets Board. PART VI ACCOUNTS, BALANCE SHEET AND INCOME STATEMENT ACCOUNTING PERIOD: Article 37: Accounting period of the Company is equal to a calendar year starting in the first day of January and ending in the last day of December. DISTRIBUTION OF PROFIT: Article 38: Net profit of the Company is equal to the gross profit calculated as of the end of an accounting period minus all overheads, general expenses, depreciations, premiums and bonus premiums paid, reserved or provisioned by the Company, and all kinds of taxes, duties and other fiscal liabilities levied on and payable by the Company. Out of the net profit: - the accumulated losses of the past years, if any, and - the amounts calculated in accordance with the pertinent regulations of the Capital Markets Board will be deducted, and thereafter: - 5% of net profit as specified in the Turkish Commercial Code or any other amount as specified in the other laws will be set aside to the legal reserve fund; and - a first dividend will be set aside at a rate or in an amount to be determined by the Capital Markets Board. The General Assembly of Shareholders is authorized to decide to set aside the balance of net profit in full or in part to the extraordinary reserve fund or to distribute the same as dividends, by also considering the principles of the current profit distribution policy of the Company. One-tenth of the portion remaining after deduction of a dividend equal to 5% of the issued capital from the amount of net profit decided to be allocated and distributed to the shareholders and other persons eligible for profit shares will be set aside as the second rank of legal reserve funds pursuant to the provisions of 3rd sub-paragraph of 2nd paragraph of Article 466 of the Turkish Commercial Code. Unless and until the reserve funds required to be set aside pursuant to the applicable laws are fully set aside and the first dividends to be allocated to the shareholders pursuant to the Articles of Association are distributed in cash and/ or by issuing new capital shares, it may not be decided to set aside other reserve funds or to carry forward any part of the net profit to the next year or to distribute profit shares to holders of shares privileged in distribution of profit shares or to holders of participation, founder and ordinary dividend right coupons or to directors, officers, servants or workers of the Company or to the foundations referred to in Article 3 of the Articles of Association or to similar other persons and/or entities. Dividends and profit shares will be distributed equally to all of the shares available in the relevant accounting period, regardless of their dates of issue and acquisition. The Board of Directors may decide to distribute dividend or profit share advances, providing that it is authorized so by a decision of the General Assembly of Shareholders and it complies with the provisions of Article 15 of the Capital Markets Law and other pertinent regulations of the Capital Markets Board. The authorization of the Board of Directors by the General Assembly of Shareholders for distribution of dividend or profit share advances will be limited by the year of grant of this authorization. Unless and until all of the dividend or profit share advances paid in the previous year are fully set off, it may not be decided to pay an additional dividend or profit share advance and/or to distribute dividends or profit shares. JURISDICTION: Article 39: The competent courts and execution offices of the city of the head offices of the Company will have jurisdiction in resolution of all kinds of disputes that may arise between the Company and its shareholders either while the Company is active or during the liquidation process of the Company. CORPORATE GOVERNANCE PRINCIPLES: Article 40: Both the Company and its bodies will endeavor in order to comply strictly with the Corporate Governance Principles of the Capital Markets Board. If and to the extent the said principles cannot be applied fully, the reasons and results thereof will be included in the yearly activity report and will be disclosed to the public. LEGAL PROVISIONS: Article 41: All and any matters on which the Articles of Association remains silent will be governed by and subject to the pertinent provisions of the Turkish Commercial Code, the Capital Markets Law and other applicable laws. ARBITRATION CLAUSE: Article 42: All and any conflicts that may arise between the Company and its shareholders or between the directors, and all and any law suits that may be brought forward against the directors will be resolved by way of arbitration. Mr. Memduh Yaşa is hereby elected as the arbitrator in all such disputes. This provision of the Articles of Association may be amended only with agreement of all shareholders. This arbitration clause will automatically terminate if and when the arbitrator refuses to act or is dismissed. TEMPORARY ARTICLE: Except for articles 1, 2, 5 and 6 of the previous version of the Articles of Association, articles 3, 4 and 7 to 42 have been rearranged and renumbered, and articles 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53 and 54 have been repealed and cancelled upon acceptance and adoption by the General Assembly of Shareholders and registration and announcement of this final version of the Articles of Association. TRADE REGISTRY NUMBER, TAX ACCOUNT NUMBER AND COMMUNICATION ADDRESSES OF THE COMPANY: Editions of the Turkish Trade Registry Gazette where the Articles of Association and amendments thereto are ublished Turkish Trade Registry Gazette edition 1141 dated 20.12.1960 (Foundation) Turkish Trade Registry Gazette edition 2820 dated 02.08.1966 Turkish Trade Registry Gazette edition 2853 dated 05.09.1991 Turkish Trade Registry Gazette edition 3034 dated 22.05.1992 Turkish Trade Registry Gazette edition 3636 dated 12.10.1994 Turkish Trade Registry Gazette edition 5304 dated 28.05.2001 Turkish Trade Registry Gazette edition 5591 dated 15.07.2002 Turkish Trade Registry Gazette edition 5844 dated 18.07.2003 Turkish Trade Registry Gazette edition 6552 dated 09.05.2006 Trade Registry Number: Istanbul Chamber of Commerce - 78044 / 19200 Tax Register Number: Büyük Mükellefler Vergi Dairesi 464 006 1273 Headquarter: Hürriyet Medya Towers 34212 Güneşli / Istanbul Telefon: 0212 6770000 Fax: 0212 6770182 Corporate Web Address: www.hurriyetkurumsal.com Investor Relationships Tel: 0212 4496554 Fax: 02126770892 e-mail: yatirimciliskileri@hurriyet.com.tr Printing Centers, Reginal Offices and Branches:
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