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| Investor Relations |
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Material Disclosures
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Date: 26.06.2008/032 Our revelation that Pronto Invest BV, situated in the Netherlands, who is in the position of indirect subsidiary of our company and included in the Trade Media East Ltd (TME) Group, has decided to assign to Poland’s leading media organisation “Agora SA” all of its shares in “Trader.com (Polska) Sp. Z.o.o.”, situated in Poland, in whose capital Pronto Invest BV has participated in the proportion of 100%, in consideration of 54.350.000,-US$, has been announced to the public by means of the Istanbul Stock Exchange Daily Bulletin dated May 14, 2008. The said transaction of assignment has been concluded as per June 25, 2008; the value of assignment amounting to 54.350.000,-US$ has entered the accounts of Pronto Invest BV. The cash provided from the sale of shares shall be used in the loan repayment. The effect of the “participation stocks sales gains”, which shall result upon the said shares’ assignment transaction, on our consolidated financial statements, shall be included in the consolidated financial statements and footnotes of the intermediate fiscal term Jan.1, 2008 – June 30, 2008, which shall undergo independent audit. Date: 06.06.2008/031 Our Board of Directors have decided to participate to the transaction of the capital increase of Doğan Haber Ajansı A.Ş., which is our partnership with the participation rate of 50.02%, from 3.500.000-YTL to 7.500.000-YTL totally to be met by cash within our participation ratio. As the payment will be made once and cash, it has been decided to participate to the increased capital within our participation ratio and to undertake for all the preemptive rights not used in the capital increase; to notify to the related authorities for the required work and transactions and to authorise the Company management. Date: 29.05.2008/030 Our Company has given 60 units of Company share to all of our employees including the members of the board of directors with the reason of the 60th anniversary of Hürriyet Newspaper in the media sector. It is believed that this work handled by one of our Company’s joint participation is a good example in the institutional management application and provision of shares to its workers. Date: 29.05.2008/029 The task distribution having been made for the Board of Directors, which has been appointed during our Company’s ordinary general meeting held on May 29, 2008, the following have been resolved: 1. Aydın Doğan has been appointed as Chairman of the Board of Directors and Vuslat Doğan Sabancı as Vice-Chairman; Vuslat Doğan Sabancı has been appointed as President of the Executive Board (Executive Council), Ertuğrul Özkök as member of the Executive Board (Executive Council) in charge of Broadcasting (Publishing) Affairs, Ayşe Cemal Sözeri as member in charge of Advertising Affairs, Ahmet Toksoy as member in charge of Financial Affairs and Temuçin Tüzecan as member in charge of Corporate Communication Affairs, 2. Our Board members Hakkı Hasan Yılmaz and Soner Gedik are appointed as Committee members in Charge of Supervision and are authorized for the performance of the duties stipulated by the provisions of the said committee’s Capital Markets Board Communiqué Serial: X, No: 22, 3. Cem Kozlu, an independent member of our board, has been reelected as Chairman of the Corporate Management Committee; Murat Doğu, Capital Markets and Corporate Management Coordinator of Doğan Yayın Holding A.Ş., and Ahmet Özer, Corporate Business Development and Investor Relations Coordinator, have been reelected as members of the Corporate Management Committee. Date: 29.05.2008/028 The ordinary general meeting related to our Company’s activities of the year 2007 has been held at the Company’s head offices at the address Hurriyet Medya Towers Gunesli/Istanbul on May 29, 2008 at 10:30 a.m. Our Company’s Board of Directors has adopted the following resolutions: 1. Within the authorized capital of 1. 800.000.000,-YTL, our entire issued capital of 421.000.000,-YTL shall be increased by 9,26366% to 460.000.000,-YTL by provision from the distributable net profit of the fiscal term 2007 which has been decided to be distributed in the ordinary general meeting dated May 29, 2008, 2. All of the 39.000.000 shares holding a nominal value of 1,-YTL to be issued representing the increased capital of 39.000.000,-YTL, shall be distributed to the existing shareholders pro rata their shares by granting capital issues, 3. The Company’s Management shall be authorized and commissioned for obtaining the necessary permissions and the performance of the transactions. Date: 29.05.2008/027 General Assembly related to our Company’s activities of the year 2007 has been held at the Company’s head offices at the address Hurriyet Medya Towers Gunesli/Istanbul on May 29, 2008 at 10:30 a.m. During the general meeting, briefly, the following have been resolved: - The Financial Statements, the Board Activity, Supervisory Board and Independent Audit Reports of the fiscal term 01.01.2007-31.12.2007 are adopted, - the Board members and the members of the Supervisory Board are dismissed for their activities, transactions and accounts of the fiscal term 01.01.2007-31.12.2007, - in our financial statements, which have been prepared consolidated according to the International Financial Reporting Standards, the Net Distributable Term Profit is seen as 77.522.212,-YTL; the Board’s profit distribution offer also announced to the public through the Istanbul Stock Exchange Daily Bulletin dated May 1, 2008 has been accepted, and profit distribution shall be realized to our associates in the amount of 39.000.000 YTL and pro rata 9,26366% of our issued capital by granting capital issues, - Aydın Doğan, Mehmet Ali Yalçındağ, Soner Gedik, Vuslat Doğan Sabancı, Ertuğrul Özkök and Ahmet Toksoy as well as the independent members Hakkı Hasan Yılmaz, Mehmet Cem Kozlu and Kai Georg Diekmann have been appointed Board members to be in charge until the General Meeting where the accounts and activities of the year 2008 shall be negotiated, - Fuat Arsland and Mehmet Yörük have been appointed as members of the Company’s Supervisory Board to be in charge until the General Meeting where the accounts and activities of the year 2008 shall be negotiated, - The appointment of Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (PricewaterhouseCoopers) to perform the independent audit of our accounts for the year 2008 in the framework of the Capital Markets Regulation and the Capital Markets Board arrangement has been approved, - In the framework of article 34 of the Company’s Articles of Incorporation, the Board of Directors shall be authorized regarding the distribution of dividend advances under the condition that article 15 of the Securities Exchange Act and the arrangements of the Capital Markets Board related to the subject are complied with and that this is limited with the year 2008. At the same time, it has been advised to the General Meeting that a donation of 1.820.477 YTL has been made in the fiscal term 01.01.2007-31.12.2007 by the “Profit Distribution Policy” approved by the Board of Directors and prepared in the framework of the Capital Markets Board Principle Resolution; that the amount of provision reserved for moral damages actions filed against the Company is 2.085.258 YTL and that the paid amount is 331.188 YTL. The General Meeting Minutes and the list of attendants are attached. Annex: 1. Minutes of General Meeting 2. List of Attendants Date: 26.05.2008/026 Our shares amounting to 99.99% of TME Teknoloji Proje Geliştirme ve Yazılım Anonim Şirketi with a nominal value of 499.996 YTL have been transferred to our subsidiary Mirabridge International BV residing in the Netherlands against the cash collection of 530.000YTL. TME Teknoloji Proje Geliştirme ve Yazılım Anonim Şirketi has a total paid in capital of 500.000- YTL and its formation has been registered at the 24th January 2008. The line of acitivities of TME Teknoloji Proje Geliştirme ve Yazılım Anonim Şirketi is to provide all kinds of computer programs and software services and to receive, to publish and to distribute the information in the electronic environment; but it has not started its activities yet. Date: 16.05.2008/025 Annex of Temporary Tax Declaration of the Term January – March 2008 given to the Büyük Mükellefler Tax Office on March 16, 2008 is the Income Statement for Term of 01.01.2008 – 31.03.2008 which is’nt issued according to capital market regulation. Date: 14.05.2008/024 Pronto Invest BV, situated in the Netherlands, who is holding the status of our company’s indirect subsidiary and included in the Trader Media East Ltd. (TME) Group; has resolved to assign all of its shares in the "Trader.com (Polska) Sp. Z.o.o.", who is situated in Poland and in whose capital it has participated in proportion of 100%, to Poland’s leading media establishment "Agora SA" in consideration of 54.350.000,-US$. The "Shares Assignment Agreement" related to this subject has been executed on May 14, 2008 (today) and the actual assignment is expected to be concluded within two weeks following the completion of the remaining procedures. The payment shall be affected fully in cash and during the assignment of the shares. The cash provided from the sale of shares shall be used in the loan repayment. The effect of the "subsidiary sales gain", which shall arise as a result of the said assignment of shares, on our consolidated financial statements shall be included in the consolidated financial statements and footnotes of the intermediate fiscal term 01.01.2008-30.06.2008, which shall undergo independent audit; information about this subject shall also be included in the consolidated financial statement footnotes of the intermediate term dated 01.01.2008-31.03.2008. The annual net revenues for the year 2007 of Trader.com (Polska) Sp. Z.o.o. subject to the assignment amount to approximately 7.500.000,-US$, whereas the earnings before interest, tax, depreciation and amortization (EBITDA) amount to 59.000,-US$; the share of the net incomes within the TME Group’s consolidated net incomes is 2,7%. Our company considers the said shares sale very favourable regarding its revealing the added value created in a short term such as a year having passed from the acquisition of TME and emerging from a market such as Poland, which may be considered minor in our company’s scale and where sustainable growth and profitability is comparatively provided hardly, with high yieldings. On the other hand, a significant resource has thus been created in order to strengthen our “online” and “offline” market share in areas where our operations are more efficient. The internet centre, which is situated in Poland and which renders software development and support service to the internat activities of TME, has been excluded from the sales transaction. Date: 01.05.2008/023 Our Board of Directors has convened on May 1, 2008 and has decided; 1) To hold the General Assembly on May 29, 2008 Thursday at 10.30 a.m. at company headquarter located at Hurriyet Media Towers, Gunesli, Istanbul. The announcement made to shareholders made by the chairmanship of our Board of Directors, agenda, and the sample proxy is presented in Appendix 1, and will be published in Hurriyet and Referans newspapers on May 6, 2008, 2) “2007 Corporate Governance Compliance Report” which is presented to the the aproval of Board of Directors and prepared in accordance with Capital Market Board (CMB) decision dated 10.12.2004 and numbered 48/1588 and CMB Corporate Governance Principles will take place in annual report. This report is aproved together with the annual report and will be presented to the information of General Assembly, 3) Within the framework of CMB principles, to assign Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a Member of PricewaterhouseCoopers) to audit financial statements and disclosures of the periods ending 30 June 2008 and 31 December 2008 and to present this decision to the aproval of the General Assembly to be held on 29 May 2008, 4) 2007 Dividend Distribution Proposal; Our company distributes dividend in accordance with Turkish Trade Legislation, Capital Market Regulations, Corporate and Income Tax Law and other related legislation as well as the policy we disclosed to public.. Within this framework, “Consolidated Net Income” of our company, prepared in accordance with International Financial Reporting Standards (“IFRS”) is 94,187,141-YTL. I. Degree Legal Reserve to be held in accordance with Turkish Trade Code 466/1 and the net income of subsidiaries whose general assemblies are not held or dividend distribution decision is not taken in their general assemblies are 4,793,575-YTL and 13,691,830-YTL respectively. Deducting these two amounts and adding donations amounting to 1,820,476 YTL, net distributable profit for the period is calculated as 77,522,212-YTL. Our “net profit for the period” as stated in our standalone financial statements is 95,871,506-YTL; and net distributable profit after deducting I. Degree Legal Reserves in accordance with Turkish Trade Code article 466/1 is calculated as 91,077,931-YTL. Within the framework of related legislation of CMB, our Board of Directors, has decided to distribute 50.31% of 77,522,212 YTL “net distributable profit” calculated as 39,000,000 YTL as “bonus share” and to keep the remaining 50.393.566,-YTL as “extraordinary reserve” and to present this decision to the aproval of General Assembly. Non-cash dividend distribution is 9,26366% of our paid in capital amounting to 421,000,000-YTL and the share to be distributed for every share with 1 YTL nominal value is 9,26366 Ykr non-cash share. We confirm that the disclosures above are in line with the Board’s Communique Serial: VIII, No: 39, reflects the information obtained by ourselves fully, are in line with our records and documents and that we have shown our best effort to obtain the correct and accurate information with respect to the related subject and declare our responsibility accordingly. Best Regards, Appendix1. Call made to shareholders by Board of Directors on May 1, 2008. Date: 11.03.2008/022 Our Board of Directors have decided to participate to the transaction of the capital increase of Yenibiriş İnsan Kaynakları Hizmetleri Danışmanlık ve Yayıncılık A.Ş., which is our partnership with the participation rate of 99.99%, from 1.000.000-YTL to 4.000.000-YTL totally to be met once by cash, to utilise totally our right to obtain new shares and to undertake for purchasing of new unused share obtaining rights. Date: 28.02.2008/021 Our Company has started the free of charge tabloid newspaper application which is a part of world’s daily life, but still an innovation for our country. The new daily newspaper, called “20 dk.” will be presented to the public in working days in the shopping malls, high populated main squares in Istanbul. As our mentioned new publication aims to finance itself, an important effect on the profit margin is not expected. Date: 15.02.2008/020 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 31st December 2007 and it is arranged according to the Capital Market regulations and is given to Büyük Mükellefler Tax Office on the 15th February 2008 as annex to the temporary tax declaration for the period October-December 2007. Date: 21.01.2008/101 Our Company Board of Directors have met in the Company registered office on the 18th January 2008 and have decided to participate to TME Teknoloji Proje Geliştirme ve Yazılım Anonim Şirketi, which is established in Istanbul with the main capital of 500.000 (Five hundred thousand) –YTL, with a capital of 499.996- YTL by purchasing of 499.996 units of shares having a nominal value of 1-YTL. The main activity of the established company is to present all types of computer programs and software and to obtain, to distribute and to publish this information on the electronic basis. Date: 26.12.2007/100 Our Board of Directors have decided in the transaction of the capital increase of Doğan Medya International GmbH (DMG International), which is our partnership with the participation rate of 42.26%, to 34.000.000 Euro, to utilise totally our right to obtain new shares equal to our participation value of 8.205.792 Euro; to undertake for purchasing of new unused share obtaining rights of the real small shareholders not involving in the capital increase according to our capital ratio and to authorise our Company management for the fulfilment of the required transactions and for the notification to the related authorities. The mentioned fund derived through the capital increase is planned to be utilised in meeting the business capital requirement of Doğan Medya International S.A., established in Romania with the main activity of television broadcasting and is a partnership of DMG International with the participation rate of 74,9 %. Date: 17.12.2007/099 Our Board of Directors have decided to participate to the transaction of the capital increase of Yenibiriş İnsan Kaynakları Hizmetleri Danışmanlık ve Yayıncılık A.Ş., which is our partnership with the participation rate of 99.99%, from 50.000-YTL to 1.000.000-YTL totally to be met by cash and to undertake for purchasing of new unused share obtaining rights. The payment will be made once and cash and our right to obtain new shares will be completely used. Date: 10.12.2007/098 Today it has been registered to the Commercial Registration that within the registered maximum capital of 800.000.000-YTL, our increased capital of 416.742.560-YTL will be increased to 421.000.000-YTL to be met through internal resources. Our partners have the right to purchase free of charge new shares with the ratio of 1.02159 % of their present shares for the capital increase of 4.257.440-YTL met by internal resources. The distribution of the registered shares exported due to the capital increase will start on the 11th of December 2007 (tomorrow). The “announcement” for the related subject is attached to the annex and it will be published in Hürriyet and Referans Newspapers on the 11th of December 2007. Date: 14.11.2007/097 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 30th September 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th November 2007 as annex to the temporary tax declaration for the period January-September 2007. Date: 09.11.2007/096 For our tax trials continuing, on the 9th of November 2007 (today), an amount of 5.542.132-YTL have been paid as tax penalty and its delay interest, without waiting the final decision. For the mentioned trials, depending on the decisions of our attorneys, an amount of 2.538.000-YTL was separated as expense in our financial tables dated 30th June 2007 (Note 23). Therefore from the payment, 2.538.000-YTL part is recorded to counter account and the remaining 3.004.132-YTL to other operating charges as expenses. The tax trials related to the mentioned payment still continue and in the case where the trials are finalised partially or totally on the advantage of our side, this amount will be recorded to other activities income. Date: 07.11.2007/095 The Board of Directors of Hürriyet Gazetecilik ve Matbaacılık A.Ş. has met in the Company registered office on the 7th November 2007 and has decided that: 1. Within the registered maximum capital of 800.000.000-YTL, from our increased capital 416.742.560-YTL; 3.554.973-YTL will be met from “the sales profit of the immovable” and 462.495-YTL from “the sales profit of participation share” and 239.972-YTL from “the extraordinary reserves”; hence it will be increased to 421.000.000-YTL from the internal resources by 1.0216%. 2. In order to provide the “equity capital” account equality, the total amount of 4.017.468-YTL which will be added from “the sales profit of the immovable” and “the sales profit of participation share” will be deducted from the account of “previous years’ profits” of the consolidated financial tables, prepared by UFRS according to the announcement Serial XI Numbered 25 of Capital Market Board and the decision of the Capital Market Board dated 10th December 2004, numbered 1604. 3. To provide explanations in the footnotes of the financial table related to the subject. 4. In the case when profit takes place from the exported shares, to utilise from the profit of the year 2007. 5. To publish the announcement related to the new share obtaining rights in the Turkish general publish of 2 daily newspapers. 6. To authorise the Company management for obtaining the required permissions and for the fulfilment of the transactions. Date: 24.09.2007 / 094 Special Event to be Announced ISS Corporate Services, Inc. (ISS) which has been certified by Capital Market Board of Turkey (CMB) to perform Corporate Governance Rating assessment, has rated our Company good, with corporate governance rating of 8.0 (79.67%) out of 10. CMB’s resolution related to the issue outlines ultimate rating to be determined through four categories with different weights. Within this scope, the distribution of our corporate governance rating with respect to sub categories is as follows;
Information with respect to summary information and methodology can be reached at our corporate Web Site at www.hurriyetkurumsal.com adress. We confirm the above explanations are in line with the Board’s Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. Date: 04.09.2007/093 Through the explanation made by Fitch Ratings, an international credit rating company, on the 3rd September 2007, our company has been determined as follows: • The long-term foreign money credit mark is "BB", with appearance "stable" • The long-term domestic money credit mark is "BB", with appearance "stable" • The national credit mark "AA" (Turkish), with the appearance "stable" Date: 14.08.2007/092 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 30th June 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th August 2007 as annex to the temporary tax declaration for the period January - June 2007. Date: 29.05.2007/091 Our additional period demand for the presentation of the consolidated financial tables for the semi-period 1st January 2007- 31st March 2007 to IMKB (Istanbul Stocks and Bonds Exchange), has been found convenient with the letter dated 29th May 2007 numbered 372-13545 of the Capital Market Board, which is in the annex; the mentioned financial tables will be presented to your Presidency on the 22nd June 2007. Date: 23.05.2007/090 In the ordinary general assembly of our company held on 10th May 2007, the distribution of tasks of the Board of Directors chosen is as follows: 1. Mr. Aydın Doğan to be appointed as the President of the Board of Directors, Mr. Mehmet Ali Yalçındağ as the Vice President of the Board of Directors, Mrs. Vuslat Doğan Sabancı as the President of the Executive Board (Executive Council), Ertuğrul Özkök as member of the Executive Board (Executive Council) in charge of Broadcasting (Publishing) Affairs To re-appoint Mrs. Ayşe Cemal Sözeri, the Advertisement Group President; Mr. Ahmet Toksoy, the Chief Financial Officer(CFO); Mr. Sinan Köksal, the Chief Marketing Officer (CMO) to the members of the management board. 2. Mrs. İmre Barmanbek and Mr. Soner Gedik of our Board of Directors to be appointed as the Committee Members responsible from the control and to authorise the mentioned committee for the fulfilment of the transactions determined according to the conditions of the Capital Market Board Serial: X numbered 22. 3. Cem Kozlu, an independent member of our board, has been reelected as Chairman of the Corporate Management Committee; Murat Doğu, Capital Markets and Corporate Management Coordinator of Doğan Yayın Holding A.Ş., and Ahmet Özer, Corporate Business Development and Investor Relations Coordinator, have been reelected as members of the Corporate Management Committee. Date: 14.05.2007/088 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 31st March 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th May 2007 as annex to the temporary tax declaration for the period January - March 2007. Date: 10.05.2007/087 The ordinary general assembly meeting of our company related to 2006 activities have been made on the Company registered office at the address Hürriyet Medya Towers Güneşli/ Istanbul on the 10th May 2007 at 10:30 a.m. As a summary in the general assembly meeting it has been decided that: 1. To accept the balance sheet and the income statement, the reports of the Board of Directors and the Board of Auditing and the Independent Auditors related to the accounting period of 1st January 2006 – 31st December 2006. 2. To acquit the members of the Board of Directors and the Board of Auditing for the activities, transactions and accounts related to the accounting period of 1st January 2006 – 31st December 2006. 3. Within the Principle Decision of the Capital Market Board and the Related Regulation, not to distribute the net period profit acquired from 2006 activities shown in the consolidated financial tables and to add it to the extraordinary reserves after deducting the primary reserve. 4. Until the General Assembly where the 2006 accounts and activities will be discussed, to appoint to the membership of the Board of Directors Mr. Aydın Doğan, Mr. Mehmet Ali Yalçındağ, Mr. Ertuğrul Özkök, Mrs. İmre Barmanbek, Mrs. Vuslat Doğan Sabancı and Mr. Ertunç Soğancıoğlu, along with Mr. M. Cem Kozlu and Mr. Kai Georg Diekmann as the independent members and from the shareholders Mr. Soner Gedik. 5. Until the General Assembly where the 2007 accounts and activities will be discussed, to appoint Mr. Mehmet Yörük and Mr. Fuat Arslan as the members of the Company Board of Auditing. 6. Within the frame of the Capital Market Regulation and the arrangements of the Capital Market Board, in order to audit the accounts of the year 2007, to chose and to approve Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (PricewaterhouseCoopers) as the independent auditor. At the same time “The Profit Distribution Policy” prepared within the frame of the Capital Markets Board Principle Decision and approved by the Board of Directors has been presented to the General Assembly and the General Assembly Report and Existence List are attached to the annex. Date: 04.05.2007/086 Our Board of Directors have decided to participate to the transaction of the capital increase of Doğan Haber Ajansı A.Ş., which is our partnership with the participation rate of 50.01%, from 312.387-YTL to 3.500.000-YTL totally to be met by cash. The payment will be made once and cash and our right to obtain new shares will be completely used. The financial tables of Doğan Haber Ajansı A.Ş. are consolidated to our Company’s financial tables. 35.75% of the capital of Doğan Haber Ajansı A.Ş. belongs to our dominant partner Doğan Yayın Holding A.Ş. Date: 13.04.2007/082 Our Board of Directors has called the shareholders for an annual ordinary meeting of the General Assembly of Shareholders at the Company headquarters at the address of Hürriyet Medya Towers, Güneşli / Istanbul at 10:30 hrs on Thursday, May 10th, 2007, to discuss the agenda attached hereto. more >> Date: 03.04.2007/081 Fitch Ratings have declared that they have removed the negative follow-up on our company’s “BB” foreign money and domestic money long-term credit mark and the mentioned marks are approved and the appearances are stated as stable. The decision has been taken following to the finalisation of the purchasing transaction of 67.30% of Trader Media East Limited (TME) by our Company. Fitch Ratings have announced that our national credit mark is protected as “AA (Tur)” and the negative follow-up on it has been removed. Date: 02.04.2007/080 The publish of Gözcü Newspaper, one of our daily newspapers, has been cancelled on the 2nd April 2007 with a decision of our Board of Directors. According to the data of 2006, the Gözcü Newspaper’s share in the Company consolidated net sales income is approximately 1.5%. Date: 30.03.2007/079 Through our partner in the Netherland, Hürriyet Invest BV, the invitation period related to Trader Media East Limited (TME), having transaction in London Stock Exchange as Global Depository Receipt, has been completed. At the end of the invitation period, the TME shareholders having 33.649.091 shares which are equal to 67.30% of TME capital have informed us officially the acceptance of our offer. Within this frame, Hürriyet Invest BV has completed the registration in TME shareholder book. 336.490.910 USD, which is equal to the amount of the shares purchased and paid to Hürriyet Invest BV as "the capital advance", has been transferred to the related bank account to be paid to the TME shareholders who have accepted our offer. The mentioned amount paid as the capital advance will be added to the paid capital of Hürriyet Invest BV which is equal to 18.000 Euro. Date: 16.03.2007/078 We have already informed the ISE Board and the public that the legal acceptance procedure is extended until 15.03.2007 for our company to purchase Trader Media East (“TME”) whose shares are traded in London Stock Exchange as Global Depository Receipt (“GDR”), through our subsidiary “Hurriyet Invest BV” based in Holland. The offer intended to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. more >> back to top
Date: 14.03.2007/077 We have been informed that the Ukranian Board of Competition approved our application following to the earlier Russian Board of Competition Approval within the process of our purchase offer made for the whole of Trader Media East Limited (TME) shares by “voluntary call” method through our subsidiary “Hürriyet Invest BV” based in Holland. We have been informed that are currently waiting for the approval of. On the other hand, as previously announced to public, “call” process is extended until 15.03.2007, 3:00 pm, Turkish time within the terms and conditions of the Offer Document. It will be announced on 16.03.2007, 10: am at most, if any additional period will be requested. According to UK Code relating to our offer’s validity, the nominal value of accepting shareholders’ shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders’ shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com/ adress. back to top
Date: 07.03.2007/076 We have been informed that the Russian Board of Competition has approved our application within the process of our purchase offer made for the whole of Trader Media East Limited (TME) shares by "voluntary call" method through our subsidiary "Hürriyet Invest BV" based in Holland. We are currently waiting for the approval of Ukranian Board of Competition. On the other hand, as previously announced to public, "call" process is extended until 15.03.2007, 3:00 pm, Turkish time within the terms and conditions of the Offer Document. It will be announced on 16.03.2007, 10: am at most, if any additional period will be requested. According to UK Code relating to our offer's validity, the nominal value of accepting shareholders' shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders' shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com/ adress. We confirm the above explanations are in line with the Board's Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. back to top
Date: 02.03.2007/075 We have already informed the ISE Board by the Special Event Explanation Form issued on 31.01.2007 and informed the public that the legal acceptance procedure took start for our company to purchase Trader Media East (TME) whose shares are traded in London Stock Exchange as Global Depository Receipt (“GDR”), through our subsidiary “Hurriyet Invest BV” based in Holland. The offer intended to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. The first part of the acceptance procedure has ended as of 01.03.2007, at 15:00 pm, Turkish time, and shareholders which represent 61.56% with 30.779.070 shares of TME capital has accepted our offer. John H. McCall MacBain who is the largest shareholder of Classified Media N.V. (TCM) and the ruling shareholder of TCM are among the shareholders who accepted our offer. These two shareholders together hold 16.89% of TME capital with 8.444.816 shares. Acceptance procedure with respect to our offer has been extended until 15.03.2007, 15.00 pm Turkish time in line with conditions specified in the Offer Document. The public will be informed if any additional extension period will be utilised on 16.03.2007, 10.00 am, Turkish time, at maximum. According to UK Code relating to our offer’s validity, the nominal value of accepting shareholders’ shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders’ shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com adress. We confirm the above explanations are in line with the Board’s Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. back to top
Date: 14.02.2007/074 According to the announcement of the Capital Markets Board Serial: VIII Number: 39, the Income Statement is presented in the annex of our report which belongs to the period between 1st January 2006 and 31st December 2006 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th February 2007 as annex to the temporary tax declaration for the period October - December 2006. Date: 31.01.2007/073 We have already informed the ISE Board on by the Special Event Explanation Form issued on 04.01.2007 and informed the public that our company has started a procedure to purchase Trader Media East ("TME") whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The necessary legal procedure is initiated to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share and our purchase attempt is legally supported by the Board of Directors of TME. This purchase is subject to UK Takeover Code. more >> back to top
Date: 10.01.2007/072 Fitch Ratings have informed us that the "IDR" credit marks "BB" of foreign money and national money of our company, have taken under negative follow-up with the reason of the possible requirement of 500 million US Dollars for the collection of the shares of Trader East Limited through "voluntary invitation method". On the other side the National Long-term Credit Mark of "AA (Tur)" is also taken under negative follow-up with the same reason. Fitch has informed that they can leave the same or decrease the present credit mark depending on the final result of the purchasing offer. Date: 04.01.2007/071 Our company has started a procedure to purchase Trader Media East ("TME") whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The necessary legal procedure is initiated to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. more >> back to top
Date: 04.01.2007/070 Depending on our appeal accepted partially by the 4th Council of State and returned to Istanbul 7th Tax Court and the trial waiting for the final decision; our company has decided there is no public welfare for the conflict and without waiting for the final decision of the court, by keeping our return payment right, we have paid 852.871-YTL institution tax, 85.287-YTL fund, 196.868-YTL fault penalty and 6.099.796-YTL delay interest subject to the conflict and calculated by Halkalı Tax Office. The mentioned payment has no effect on our financial tables and the payment is covered by the “provisions” stated in the footnotes of the financial tables and separated for this court. The remaining part of the separated money will be recorded in the income accounts. Our company has created resource to the public by the payment of temporary institutional tax amounted 22.666.317-YTL in 2006; in the years 2004 and 2005 it has been one of the highest tax-payers announced by the financial office of Istanbul. Our company is in the first place in the list of Istanbul/ Halkalı Tax Office for the highest tax-payers for the year 2005. Date: 11.05.2006 Fitch Ratings affirmed Hurriyet Gazetecilik’s (HURGZ) local currency Issuer Default rating (IDR) at 'BB' and the foreign currency IDR, and said the Outlooks remain Positive, while National Long-term rating was affirmed at 'AA-(tur)' with Stable Outlook. According to Fitch, the ratings reflect the solid performance of Hurriyet's newspaper operations on the back of its leading market position, as the Company has 42.9% share of the newspapers advertising spending in 1Q06 with its strong brand recognition, along with the momentum of the advertising spending provided by the impressive economic growth in Turkey. Fitch further stated that relatively low advertising spending to GDP (0.46% vs. an average 1.48% in Eastern Europe in 2005) in Turkey suggests that the market may have more upside potential. However, current ratings also reflect Fitch's continued concern about Hurriyet’s reliance on cyclical ad revenues and the volatility of the Turkish business environment. back to top
Date: 13.12.2005/268 Fitch Changes Turkish Corporates' Outlook to Positive on Sovereign Rating Action 12 Dec 2005 9:20 AM (EST) Fitch Ratings-London/Istanbul-12 December 2005: Fitch Ratings has changed the Outlooks on five Turkish industrial and commercial companies to Positive from Stable. The rating actions follow the revision of the Outlook on the Republic of Turkey's Long-term foreign (LTFC) and local currency (LTLC) ratings to Positive from Stable. For Fitch press release Hurriyet Gazetecilik ve Matbaacilik A.S. LTFC affirmed at 'BB-' (BB minus); Outlook revised to Positive from Stable LTLC affirmed at 'BB'; Outlook revised to Positive from Stable National Long-term upgraded to 'AA-(AA minus)(tur)' from 'A+(tur)'; Outlook remains Stable back to top
Date: 15.11.2005/262 Fitch Ratings, an international credit rating institution announced that it raised the credit note of Hürriyet Gazetecilik ve Matbaacılık A.Ş. in local currency unit from "BB-" to "BB" and confirmed its outlook as "stable" with the press statement made on 14.11.2005. Credit note in foreign currency unit is confirmed as "BB-" which is limited with the country note. Local long-term credit note of Hürriyet is confirmed as "A+(tur)". The fact that the economic revival in Turkey aggrandizes the advertisement market and regarding the newspapers had positive impacts on the advertisement income of Hürriyet, which has an advertisement share of 42% in the market was stated as the reasons for raising the credit not in the statement. back to top
Date: 14.11.2005 Income Statement for the period 01.01.2005-30.09.2005 that is not arranged in pursuant to the Capital Market legislation submitted to the tax Office (on 14.11.2005) as an attachment to the Provisional Tax Return for July-September 2005 period, in accordance with the decision of Capital Markets Board taken in the meeting on 03.02.2000 and with no. 15/154, and its letter no. MSD-10/312, as well as the Communiqué serial: VIII No:39 has been presented as attachment. back to top
Date: 14.09.2005 In the meeting of the Company's Board of Directors dated 14.09.2005, it was the decided to participate in the capital increase in proportion to our share and that our Company shall engage the part of it which corresponds to the shares of the shareholders who do not use their rights of preference since its capital was raised to TRY 23,500,000 by an increase of TRY 8,100,000 in the Extraordinary General Assembly Meeting of our subsidiary Hürriyet Ticari ve Sınai Ürünler Pazarlama San. ve Tic. A.Ş dated 29.08.2005. %50 of the subscribed capital shall be paid immediately, and other 50% shall be paid in October 2005. While our capital contribution in our subsidiary whose title is Hürriyet Ticari ve Sınai Ürünler Pazarlama San. ve Tic. A.Ş. was TRY 14,795,000 (96.07%) before the increase, it raised to TRY 22,576,670 (96.07%) by an increase of TRY 7,781,670. Field of activity of Hürriyet Ticari ve Sınai Ürünler Pazarlama San. ve Tic. A.Ş. is the marketing of automobile, white goods, electronic goods and immovable properties; it shall use the cash flows arising from the capital increase for meeting the operating capital need. back to top
Date: 19.08.2005 Our company transferred all of the 400,000 shares in Digital Hizmetler Pazarlama A.Ş. (with a nominal value of 1,000.00 TL each) owned by our Company to Pluton Televizyon ve Yayıncılık A.Ş. (a company to which we have contributed 20%) of its capital, for $ 826,213. The sale took place as a set-off against the charges for service to be supplied by Digital Platform İletişim Hizmetleri A.Ş., which is a Çukurova Holding group company. Following the transfer, our Company no longer has any shares in Digital Hizmetler Pazarlama A.Ş. The value of the contribution stocks was determined by calculating the total of US Dollar equivalents of the cash payments made by our Company at the date of payment, considering Digital Hizmetler Pazarlama A.Ş. as being non-operational. A contribution stock sale loss of 718,757 YTL has been incurred due to the executed sales process, and this loss has been registered under "other non-operating expenses" and loss as of 19.08.2005. back to top
Date: 10.08.2005 The Income Statement of the period of 1 January - 30 June 2005, which was submitted to the tax department (on 10 August 2005) as an attachment to the Temporary Tax Statement for the second quarter of 2005 in accordance with the Capital Markets Board resolution reached in its meeting No: 15/154 on 3 February, 2000 in accordance with its correspondence No: MSD-10/312 İN 12.06.2000 and notification with Serial: VIII and No: 39 (and which was not prepared in accordance with Capital Markets legislation) was presented at back to top
Date: 17.05.2005/255 The Income Statement for 01.01.2005-31.03.2005 not issued in accordance with Capital Market Legislation, filed with Tax Office (as of 17.05.2005) annexed to year 2005 period 1 Provisional Tax Return as per resolution adopted in the meeting dated February 3, 2000, numbered 15/154 of the Capital Markets Board and letter dated June 12, 2000, numbered MSD-10/312 and Communique Serial: VIII No:39 of Capital Markets Board is attached herewith. back to top
Date: 06.05.2005/254 At the action heard by 7th Tax Court concluded in favor of our Company on March 28 2002, Halkalı Tax Office made an appeal, State Council 4th Division upheld the appeal and overruled the Court ruling which was in our favor and thereupon, our Company asked for correction of decision (error) from State Council 4th Division on June 14 2004 and with the material disclosure of February 16 2005; it was announced that State Council 4th Division denied our request for the correction of decision by majority vote on December 30 2004 and that the case will be continued to be heard at local court from hereon. Today, we have learned that Istanbul 7th Tax Court ruled for the adherence to the overruling decision of State Council 4th Division and that the case be dismissed. Such a decision given by 7th Tax Court will be appealed within the statutory time limit by our Company. The principal amount of tax subject to the action is YTL 3,834,086 and YTL 3,762,497 of such principal amounts was paid in the April 2001 period. Considering that all principal tax amounts exclusive of additional corporation tax of YTL 71,589 were paid in the April 2001 period, the penal and default interests calculated by our Company as of the current status is YTL 5,122,163 and the total amount of contingent liability is YTL 5,193,752. In our financial statements dated December 31, 2004, YTL 2,808,000 expense provision has been earmarked for the said action in accordance with the precedent Court decisions and the opinions of our legal advisor. Developments on the matter will be continued to be announced to the public. back to top
Date: 15.04.2005/249 The announcement made by the Board of Directors to our shareholders relating to cash dividend distribution in the amount YTL 0.029972 per each share with par value YTL 1 (TL 1,000,000) at the rate of 2.9972 % of the current issued share capital of YTL 416,742,560 between 02.05.2005-16.05.2005 by cash dividend distribution resolution adopted at the Regular General Meeting of April 11, 2005 of our Company and resolution dated April 15 2004 of the Board of Directors is as follows; Method of Application The following shareholders may receive their dividends in the following amounts by referring to the below-specified addresses for each share with par value YTL 1 (TL 1,000,000) at the ratio 2.9972 % of the current paid-in share capital with year 2004 dividend coupon on share certificates of group 14, 15 ,16 and 17, representing the current share capital. Application Venues Dividend distribution for 2004 will be carried out from 02.05.2005 to 16.05.2005 at Dış Yatırım Menkul Değerler A.Ş., Dışbank Branch Offices and İMKB Takas ve Saklama Bankası A.Ş, addresses of which are listed below. Dış Yatırım Menkul Değerler A.Ş Dilhayat sokak.No 8 80630 Etiler/ İSTANBUL Telephone: 0 212 358 07 70 (pbx) Dışbank Bursa Şubesi (Bursa Branch) Çekirge Cad.İntam İş Merkezi No 101 16070 Kükürtlü /BURSA Telephone: 0 224 233 39 50 (4 Lines) Dışbank Ankara Şubesi (Ankara Branch) Simon Bolivar Cad. No:17 PK 06680 Çankaya ANKARA Telephone: 0 312 468 11 36 (4 Lines) Dışbank İzmir Şubesi (Izmir Branch) Sair Eşref Bulvarı No:23 Çankaya İZMİR Telephone: 0232 441 49 00 (4 Lines) Dışbank Adana Şubesi (Adana Branch) Atatürk Cad. No:36/B 011120 Seyhan/ADANA Tel: 0 322 458 12 09 İMKB Takas ve Saklama Bankası A.Ş. Abide-I Hürriyet Caddesi Mecidiyeköy Yolu Sokak No: 286 Şişli /İSTANBUL Our shareholders who fail to collect their 2004 dividends with 2004 dividend coupon they hold until May 16, 2005 may collect their dividends after such date by producing their said coupons from the company headquarters at Hürriyet Medya Towers 34212 Güneşli İSTANBUL. The Board of Directors resolution and announcement to shareholders relating to the dividend distribution to be made between 02.05.2005-16.05.2005 is attached herewith. back to top
Date: 14.04.2005/246 Resolution no. 2005/18 of the Board of Directors of the Company, convening on April 14, 2005 at the Company headquarters at Hürriyet Medya Towers 34212 Güneşli/İstanbul, adopted relating to the division of duties among members reelected to the Board of Directors at the Regular General Meeting and election of Committee Members in charge of Audit and Members of Corporate Management Committee is as follows; It is unanimously resolved that; 1. Of Members elected to the Board of Directors at the Regular General Meeting of April 11, 2005; Mr. Aydın Doğan be elected as Chairman of the Board of Directors, Mr. Mehmet Ali Yalçındağ, as Deputy Chairman of the Board of Directors, Mrs. Vuslat Doğan Sabancı as Member in charge of Executive Affairs and Ertuğrul Özkük as Member in charge of Publishing Affairs, 2. Of Members of Board of Directors, Mrs. İmre Barmanbek and Mr. Soner Gedik, be reelected as Members of Committee in charge of Audit and the said Committee be authorized to perform such duties as specified by provisions of Communique Serial: X, No: 16 of Capital Markets Board, 3. Members of Corporate Management Committee be created in line with Capital Markets Board's Corporate Management Principles; that Cem Kozlu, an independent member of our Board be elected as Committee Head and Murat Doğu, Capital Market and Corporate Management Coordinator of Doğan Yayın Holding A.Ş., İnci Şencan, Financial Control and Investor Relations Manager and Ahmet Özer, Company Business Development and Investor Relations Coordinator be elected as Committee Members. be elected as Committee members, back to top
Date: 11.04.2005 At the Regular General Meeting, it was resolved that cash dividend amounting to YTL 12,490,542, representing 50 % of the distributable net period profit derived in the operating period 2004, be distributed to shareholders on 02.05.2005. At the rate of 2.9972 % of paid-in capital for each share with par value YTL 1; We declare that our disclosures above are in conformity with Communique Serial: VIII, No: 39 of Capital Markets Board and that they reflect fully the information available to us on these matters, that such information is in conformity with our books, records and documents, that we have made every effort to obtain related information accurately and correctly and that we are responsible for such disclosures. back to top
Date: 11.04.2005 Regular General Meeting of Hürriyet Gazetecilik ve Matbaacılık A.Ş. for 2004 was held on April 11, 2005 at 11:00 am at Hürriyet Medya Towers Güneşli İstanbul under the supervision of Ministry's Commissary Observer Sabire Elbüken appointed by the letter dated April 7, 2005, numbered 18273 of Istanbul Industry and Trade Provincial Directorate. From the review of List of Attendance, it was established that 250,193,126,533 shares in total, 250,045,536,059 by principal and 147,590,474 by proxy were represented out of 416,742,560,099 shares with TL 1,000 par value each, representing the company share capital of TL 416,742,560,098,700 (YTL 416,742,560) and thus the minimum meeting quorum stipulated by law and Articles of Association was present and the Ministry's Commissary allowed the meeting to be held. Discussed articles of agenda and adopted resolutions are as follows: 1. Erem Turgut Yücel was elected as the President of the Presidential Board, Aslıhan Dumlu as Vote Collector and Elvan Cumhur as Secretary unanimously. 2. Presidential Board was given authorization unanimously to sign the minutes of the meeting on behalf of shareholders. 3. Board of Directors' Annual Report, Company Auditor's Report and Independent Audit Firm Report for 2004 accounting period were read, discussed and adopted unanimously. 4. The following charitable donations made for the furtherance of the public welfare by the company in 2004, breakdown of which is given below, were reported to the shareholders (YTL);
5. The balance sheet and income statement for 2004 accounting period were read and discussed. They were approved unanimously with the voting held. 6. It was resolved unanimously that members of the Board of Directors and Auditors be released due to 2004 accounting period operations, transactions and accounts. 7. It was resolved unanimously that YTL 12,490,542, representing 50 % of YTL 24,981,084, calculated as distributable net period profit in line with the recommendations of the Board of Directors be distributed as "Cash Dividend", that dividend distribution be started on May 2, 2005 and the remainder TL 12,490,542 be earmarked as "Special Reserves". 8. It was resolved unanimously that the Board of Directors comprise 8 members and that Aydın Doğan, Mehmet Ali Yalçındağ, Ertuğrul Özkök, İmre Barmanbek, Vuslat Doğan Sabancı representing Doğan Yayın Holding A.Ş., M.Cem Kozlu and Kai Georg Diekmann as independent members, and Soner Gedik representing shareholders, be elected as Members of the Board of Directors to serve until the General Meeting where 2005 accounting period operations will be discussed. 9. It was resolved unanimously that Fuat Arslan and Mehmet Yörük be elected as Company Auditors to serve until the General Meeting where 2005 accounting period operations will be discussed. 10. It was resolved unanimously that the Chairman of the Board of Directors be paid YTL 6,000 net per month, Deputy Chairman be paid YTL 5,000 net per month and each member of the Board of Directors be paid YTL 4,000 per month and independent members M.Cem Kozlu and Kai Georg Diekmann be paid YTL equivalent of USD 5,000 net per month and Auditors be paid YTL 1,000 net per monthly remuneration. 11. It was resolved by majority of 250,183,371,525 affirmative votes against 12,755,008 abstaining votes that Members of the Board of Directors be authorized to carry out the businesses enumerated in Articles 334 and 335 of Turkish Commercial Code. 12. Observing that Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. was appointed as independent audit firm by our Board of Directors under provisions of regulations on independent external audits in capital market, it was resolved unanimously that the said appointment be approved. We declare that our disclosures above are in conformity with Communique Serial: VIII, No: 39 of Capital Markets Board and that they reflect fully the information available to us on these matters, that such information is in conformity with our books, records and documents, that we have made every effort to obtain related information accurately and correctly and that we are responsible for such disclosures. back to top
Date:21.03.2005 Letter by Hürriyet Gazetecilik ve Matbaacılık A.Ş. dated February 16, 2005 is given below. Subject: Announcement made as per Communique Serial: VIII, No: 39 of Capital Markets Board. Announcement made by our Company on distribution of profits for the period derived from year 2004 operations and also on appointment of the independent audit firm for 2005 accounting period in accordance with resolution dated March 21, 2005 of our Board of Directors is given below; Capital Markets Board (CMB), by its resolution dated February 25, 2005, numbered 7/242, set rules relating to the distribution of the profits for the period derived as a result of year 2004 operations of affiliates subject to Capital Market Law. Our Company decided to distribute in cash 50 % of the net distributable profits for the period derived from year 2004 operations, considering Turkish Commercial Code (TCC), Capital Market legislation and CMB regulations, Corporation Tax, Income Tax and other statutory provisions, the article of our Articles of Association regarding dividend distribution and the subsidiaries' dividend distribution policy disclosed to the public by our controlling shareholder Doğan Yayın Holding A.Ş. on September 29, 2003. In this context, considering 'corporation tax payable', 'deferred tax provisions' and 'profits other than parent companies' for year 2004, the 'Consolidated Net Profit for the Period' is YTL 27,200,087 in the financial statements prepared as consolidated in accordance with International Financial Reporting Standards (IFRS) as per provisions of Communique Serial: XI, No:25 of Capital Markets Board. The net distributable profit for the period is calculated as YTL 24,981,084 after deduction of YTL 1,936,990 'Order 1 Statutory Reserves' required to be earmarked as per Article 466/1 of TCC and the net profits for the period totalling YTL 282,013 of our subsidiaries and affiliates which have not yet adopted resolutions for dividend distribution at their General Meetings, reflected in consolidated financial statements. The net profit for the period contained in our statutory records is YTL 38,739,806. Therefore, it was resolved that YTL 12,490,542 representing 50 % of YTL 24,981,084 calculated as distributable net profit for the period be distributed as 'Cash Dividend' under the below detailed system per share with par value YTL 1 below and recommendation be made to the Regular General Meeting that the remainder YTL 12,490,542 be earmarked as 'Special Reserves'; At the rate of 3.0 % of paid-in capital for each share with par value YTL 1; On the other hand, it was resolved that Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (PricewaterhouseCoopers) be elected as the Independent Audit Firm our Company will work with in the accounting period 2005 as per provisions of Communique Serial X, No:16 of CMB and in line with the opinion of our Audit Committee and that such matter be submitted for approval of shareholders at the Regular General Meeting to be held for 2004 accounting period. back to top
Date:21.03.2005 Letter by Hürriyet Gazetecilik ve Matbaacılık A.Ş. dated February 16, 2005 is given below. Subject: Announcement made as per Communique Serial: VIII, No: 39 of Capital Markets Board. By the Board of Directors Resolution of March 21, 2005 of our Company, it was resolved that the Regular General Meeting of 2004 would be held on April 11 2005 and the applicable Board of Directors' Resolution is as follows: Board of Directors of Hürriyet Gazetecilik ve Matbaacılık A.Ş., convening on the above specified date at Company headquarters, has unanimously resolved as follows: AGENDA 1. Election of the Presidential Board, 2. Granting Authorization to the Presidential Board to sign meeting minutes. 3. Reading and discussion of Board of Directors' Annual Report, Company Auditor's Report and Independent Audit Firm's Report for 2004 accounting period, 4. Reporting of donations made by the company in 2004 accounting period for the information of the company shareholders, 5. Reading, discussion and approval of Balance sheet and income statement for 2004 accounting period, 6. Release of members of the Board of Directors and Auditors on account of operations, transactions and accounts for 2004, 7. Adoption of resolution on the profits of the company for 2004 accounting period, 8. Election of Members of the Board of Directors for 2005 accounting period, 9. Election of Auditors for 2005 accounting period, 10. Determination of remunerations payable to Members of the Board of Directors and Auditors, 11. Granting authorization to Members of the Board of Directors to carry out transactions enumerated in Articles 334 and 335 of Turkish Commercial Code, 12. Adoption of resolution on approval of the appointment of the Independent Audit Firm carried out by the Board of Directors pursuant to the provisions of Regulations on Independent External Audits in the Capital Market. back to top
Date:16.02.2005 Letter by Hürriyet Gazetecilik ve Matbaacılık A.Ş. dated February 16, 2005 is given below. Subject: Announcement made as per Communique Serial: VIII, No: 39 of Capital Markets Board. As stated in our material disclosures dated June 14, 2004 and June 22, 2004 at the action heard by Istanbul 7th Tax Court, concluded in favor of our Company on March 28 2002, Halkalı Tax Office appealed and State Council 4th Division, agreeing with the appeal, overruled the favorable Court decision and thereupon, our Company sought correction of decision (error) from State Council 4th Division on June 14, 2004. We have learned from the notice served to our Company on February 16, 2005 that State Council 4th Division denied our request for the correction of decision on December 30 2004 by majority vote. The action will be continued to be heard before the local court from hereon and it is possible for the local court either to affirm the decision of State Council 4th Division or to adhere to its own decision. YTL 2,808,000 of tax actions' expense provision totaling YTL 9,349,921 earmarked in line with the precedent Court decisions and opinions of our legal advisor in our financial statements dated 30.09.2004 is for the said case. The expense provision in financial statements to be prepared as of December 31 2004 will be reviewed in line with the opinion of our legal advisor, taking into account the final status of tax actions and most recent developments. Developments on the matter will be continued to be announced to the public. back to top
Date: 08.02.2005/225 Letter by Hürriyet Gazetecilik ve Matbaacılık A.Ş. dated February 16, 2005 is given below. Subject: Announcement made as per Communique Serial: VIII, No: 39 of Capital Markets Board. In the material disclosure we made on February 7 2005 for the resolution of our Board of Directors dated February 7, 2005 numbered. 2005/08 on the sale of Doğan Prodüksiyon A.Ş.'s shares in which we hold a 40 % interest, the sale amount was written as YTL 1,998,000 erroneously instead of YTL 2,158,115.- In place of the material disclosure published on February 7, 2005, a new material disclosure was made on the same issue on February 8, 2005 and was published on the same date. We declare that our disclosures above are in conformity with Communique Serial: VIII, No: 39 of Capital Markets Board and that they reflect fully the information available to us on these matters, that such information is in conformity with our books, records and documents, that we have made every effort to obtain related information accurately and correctly and that were are responsible for such disclosures. back to top
Date: 07.02.2005/223 Letter by Hürriyet Gazetecilik ve Matbaacılık A.Ş. dated February 16 2005 is given below. Subject: Announcement made as per Communique Serial: VIII, No: 39 of Capital Markets Board. Our Company transferred, all of the 360,000 share certificates in total, each with par value YTL 1 it owned at Doğan Prodüksiyon ve Ticaret A.Ş. in which it held an interest of 40 %, to Doğan TV-Radyo Yayıncılık A.Ş. to be paid in two years at a price of YTL 1,998,000.- taking into account inflation indexed registered assets. As a result of the said transfer procedure, our Company has no remaining interest in the share capital of Doğan Prodüksiyon ve Ticaret A.Ş. We declare that our disclosures above are in conformity with Communique Serial: VIII, No: 39 of Capital Markets Board and that they reflect fully the information available to us on these matters, that such information is in conformity with our books, records and documents, that we have made every effort to obtain related information accurately and correctly and that were are responsible for such disclosures. back to top
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