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| Investor Relations |
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Public Disclosures
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Date: 04.01.2012/18: The Executive Board’s Chairman’s laying down his office Mr. Hakkı Hasan YILMAZ, who has been conducting his duty as Chairman of the Executive Board for two years in our company, shall lay down his office as Chairman of the Executive Board in our Company as per March 1, 2012, in order to return to his academical work which he had suspended during this period. Whereas, Mr. Hakkı Hasan Yılmaz’s membership in the Board of Directors shall continue.
Date: 27.12.2011/17:Participation in Capital Increase Upon the decision adopted by our Board of Directors on Dec.27, 2011; it has been decided to entirely execute our new share acquisition right amounting to 5.090.400,-Euro corresponding to our participation share, in the capital increase from 75.000.000,-Euro to 87.000.000,-Euro of our affiliate Doğan Medya International GmbH (DMG International), in whose capital we hold a share pro rata 42,42%, and to authorize and commission our Company’s management to notify the authorities related to the performance of the necessary procedures
Date: 23.09.2011/13: Corporate Management Rating Degree The international rating institution ISS Corporate Services Inc., holding the activity permission for conducting rating in accordance with the Corporate Governance Principles of the Capital Markets Board (CMB) in Turkey, has confirmed our corporate governance rating as 8,55 on a basis of 10 (2010: 8,46). In the framework of the Resolution of the CMK regarding this matter, the final rating is determined by weighting four subcategories in a different manner. In this framework, the distribution of our corporate governance rating as per the subcategories is as follows;
The Corporate Governance Rating Report is accessible through the website at the address www.hurriyetkurumsal.com ISS/ Hürriyet Rating Report
Date: 25.08.2011/12: Resignation of our Board Member Our Company’s Board Member Mr. Leonid Makaron has resigned from his position as Member of the Board of Directors and he has no further connection with our Company. An assignment shall be made for the Board membership, which has become vacant upon the resignation of Mr. Leonid Makaron, in the coming days, and shall be separately made public.
Date: 17.08.2011/11: Initiating the operations of the real estate sale and/or finding a strategic partner. The operations for the sale of the real estate with a total area of 58.610 sq.m. at the block 3153, map section 245DS4B, parcels 7 and 10 as well as the parcels 14 and 23 recorded at map section 1 situated at the address Hürriyet Medya Towers 34212 Günesli/Istanbul, in which our Company’s administrative building (corporate head offices) is located, too, and/or for the preparation of a project and its development by finding a strategic partner, have been initiated.
Date: 15.08.2011/10 : 2011 2th Term Provisional Tax Declaration Enclosed you can see the income statement between Jan.01.2011 – June 30, 2011 has been submitted to the tax office on the date 15.08.2011 as attached to the provisional tax declaration 2011/2.term and has not been issued in accordance with the Capital Market Regulation
Date: 26.04.2011/09: Board of Directors’ Task Distribution and Election of Committees Our Board of Directors, by means of its decisions no. 17 and 18 dated 26.04.2011, has realized the following task distribution and has elected the committee members to work subordinated to the Board of Directors. It has decided as follows: - Vuslat Doğan Sabancı, having been elected to the Board of Directors during the Ordinary General Meeting held on April 20, 2011, shall be determined as Chairman of the Board of Directors, Hanzade V. Doğan Boyner as Vice-Chairman of the Board of Directors, Kadri Enis Berberoğlu as member in charge of editorial affairs, Hakkı Hasan Yılmaz as member in charge of finance, financial and administrative affairs as well as legal affairs. - Hakkı Hasan Yılmaz shall be appointed as Chairman of the Executive Committee (Executive Board), Kadri Enis Berberoğlu as Executive Board member in charge of Broadcasting (Publishing) Affairs, Ayşe Sözeri Cemal in charge of Advertisement Affairs, Dursun Ali Yılmaz in charge of Financial Affairs, Tijen Mergen in charge of Marketing Affairs, Ahmet Nafi Dalman in charge of Internet and Information Technologies, - Our Board members Ahmet Toksoy and Yahya Üzdiyen as well as the Doğan Şirketler Grubu Holding A.Ş. Capital Market, IFRS/CMB Reporting and Partnerships Supervision Group Head Murat Doğu shall be elected as member of the Committee in Charge of Supervision, - Our Board’s independent member Ahmet Burak shall be elected as Chairman of the Corporate Governance Committee, and Board Member Ahmet Toksoy and the Doğan Şirketler Grubu Holding A.Ş. Capital Market, IFRS/CMB Reporting and Partnerships Supervision Group Head Murat Doğu shall be elected as members of the Corporate Governance Committee.
Date: 20.04.2011/08: Minutes of the Ordinary General Meeting Our Company’s Ordinary General Meeting related to its activities in the year 2010 has been held on April 20, 2011 at 11:00 a.m. at the Company’s head offices situated at the address Hürriyet Medya Towers Günesli/Istanbul. In summary, the following have been decided during the Ordinary General Meeting: for the fiscal term Jan. 01, 2010 – Dec.31, 2010 [Since according to the consolidated financial statements prepared in conformity with the International Accounting and International Financial Reporting Standards; taking into consideration the “term’s fiscal charge”, “deferred tax revenue” as well as minority interests together, it has been seen that the “Consolidated Net Term Loss” of 40.079.404,-TL has arisen, in the scope of the arrangements of the Capital Markets Board related to profit distribution, it shall not be possible to realize any profit distribution related to the fiscal term Jan. 01, 2010 – Dec.31, 2010; whereas, in our Company’s solo/financial records kept in the framework of the Turkish Commercial Code and the Tax Procedure Law a term profit of 30.800.152,-TL has arisen, and that upon deduction of the Corporate Tax payable from this amount the net term profit amounting to 18.387.447,-TL has resulted and upon provision made for the “I. Series Legal Reserves”from this amount pursuant to article 466/1 of the Turkish Commercial Code, the remaining amount of 17.468.075,-TL shall be carried over to the “extraordinary legal reserves”] has been discussed and accepted. Minutes of the Ordinary General Meeting dated 20.04.2011 List of Attendants of the Ordinary General Meeting dated 20.04.2011 Profit Table for the year 2010
Date: 19.04.2011/07 Transactions performed in the framework of the Law number 6111 The Boards of Directors of our Company and our Company’s subsidiaries, as a result of the consideration of the matter in all aspects, have decided to let our Companies benefit from the provisions “tax base increase” as well as “disputed tax debts being at the stage of action and not having become final” of the “Law Number 6111 on making Amendments on the Law of Restructuring Certain Receivables as well as Social Securities and General Health Insurance Law, and Some Other Laws and Decree-laws” (Law number 6111), which has become effective upon publication in the Official Gazette number 27857 (I. repeated) dated Feb.25, 2011. As an establishment that has always shown utmost care for compliance with tax regulations and tax ethics, our risk management policy has been taken into consideration in benefiting from the provisions of the Law number 6111; it has been aimed at zeroing any retrospective probable tax risks and removing them from our agenda. In accordance with the provisions of the Law number 6111 related to tax base increase, the tax bases being the foundation of taxation for the calendar years 2006, 2007, 2008 and 2009 of our Company and 8 subsidiaries comprised have been increased; as a result of this transaction, a total cash outflow amounting to 18.962.533,-TL together from our Company and our subsidiaries comprised shall be caused. On the other hand, in accordance with the provision of the third article of the Law number 6111; the part of 24.949.826,-TL of our Company’s “disputed tax debts being at the stage of action and not having become final” amounting to 30.895.416,-TL has been restructured and thus the dispute has been terminated, and ultimately, there shall be a cash outflow amounting to 3.827.062,-TL from our Company. As a result of both the tax base increase as well as the restructuring of the “disputed tax debts being at the stage of action and not having become final”, the arising tax liability amounting to a total of 22.789.595,-TL has to be paid until May 31, 2011, whereas the payment shall be made in cash.
Date: 05.04.2011 Statement of Doğan Yayın Holding A.S.; Competition Authority investigation; Competition Authority Investigation As a result of the investigation initiated by the Competition Authority with respect to our Company, our subsidiaries Hürriyet Gazetecilik ve Matbaacılık A.Ş. and Doğan Gazetecilik A.Ş. as well as our indirect subsidiaries Bağımsız Gazeteciler Yayıncılık A.Ş. and Doğan Daily News Gazetecilik ve Matbaacılık A.Ş., concerning the practices in the space (channel) sale for the field of press (journalism); it has decided to impose an administrative fine of - 3.804.716,21 TL to Hürriyet Gazetecilik ve Matbaacılık A.Ş. - 2.315.585,68 TL to Doğan Gazetecilik A.Ş. - 443.509,15 TL to Bağımsız Gazeteciler Yayıncılık A.Ş.; - on the other hand, that there isn’t any need for imposing any administrative fine to Doğan Daily Nevs Gazetecilik ve Matbaacılık A.Ş., whose activity has ended, and to our Company, in order not to cause any repetition. - It is considered that the practices, which are made subject to criticism in the decision of the Competition Authority, are in conformity with the legal arrangements and the Competition Authority’s communiqué, circular letter and decisions; following the official notification of the reasoned decision of the Competition Authority to our above mentioned Companies, all kind of our legal rights against the said Decision shall be executed in due time.
Date: 30.03.2011/06: Resolution of our Board of Directors Related to Profit Distribution for the Accounting Period Jan.1, 2010 – Dec.31, 2010 Our Board of Directors, having convened in the company’s head offices on March 30, 2011, has adopted the following decision: - Since it has been seen that according to our Company’s consolidated financial statements of the fiscal term Jan.1, 2010 – Dec.31, 2010, which have been prepared in conformity with the International Accounting and International Financial Reporting Standards, under the provisions of the Communiqué Serial no. XI No.29 of the Capital Markets Board, and the presentation principles of which have been determined pursuant to the relevant decisions of the Capital Markets Board, and which have undergone independent audit; taking into consideration the “period’s tax expense”, “deferred tax income” as well as the minority interests together, a “Consolidated Net Term Profit” amounting to 40.079.404,-TL has occured, our shareholders shall be informed that there cannot be realized any profit distribution related to the fiscal term 2010, in the scope of the arrangements of the Capital Markets Board related to profit distribution, and this matter shall be presented to the approval of the General Meeting. - It shall be determined that, in our financial records kept in the framework of the Turkish Commercial Code and the Tax Procedure Law, the term profit consists of 30.800.152,-TL, that upon having deducted the corporate tax payable from this amount the net term profit amounts to 18.387.447,-TL, and it shall be presented to the approval of the General Meeting that, upon having made provision for the “I. Series Statutory Reserves” pursuant to article 466/1 of the Turkish Commercial Code from this amount, the remaining amount of 17.468.075,-TL shall be carried over to the extraordinary reserve fund. Profit Distribution Table of the year 2010 Board Resolution dated March 30, 2011
Date: 30.03.2011/05: Presentation of the independent auditing firm’s appointment to the approval of the ordinary general meeting Our Board of Directors, having convened on March 30, 2011 at the corporate head offices, has decided as follows: Upon assent of our Audit Committee, the appointmentof DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as independent audit firm, in accordance with the provisions of the “Communiqué on Independent Audit Standards of the Capital Market” Serial: X, No:22 of the Capital Markets Board (CMB) as well as the Resolutions of the CMB in this matter, for the independent audit of our company’s financial statements of the intermediate fiscal term Jan 01, 2011-June 30, 2011 and our annual financial statements of the term Jan 01, 2011-Dec.31, 2011, shall be presented to the approval of the associates during the Ordinary General Meeting to be held.
Date: 30.03.2011/04: Ordinary General Meeting The ordinary general meeting related to our Company’s activities in 2010 shall be held on April 20, 2011 at 11:00 a.m. at the Company’s head offices at the address Hürriyet Medya Towers Güneşli/Istanbul. Our announcements of convocation to the General Meeting are published, as to comprise the agenda and proxy copies, in the Hürriyet Newspaper and Radikal Newspaper editions dated March 30, 2011 and in the Turkish Trade Register Gazette dated the same; it is also attached to our letter. Information related to the ordinary general meeting are also available at our website www.hurriyetkurumsal.com. Announcement of the Board of Directors (convocation, agenda, proxy copy) Decision of the Board of Directors (dated March 30, 2011, number 2011/13)
Date: 11.02.2011/03: 4 of 2010 Provisional Tax Return Period Enclosed please find the Income Statement of the period 01.01.2010-31.12.2010, which has been issued in accordance with the Capital Markets regulation and presented to the Tax Office on Feb.14, 2011 attached to the Provisional Tax Return of the 4th Period of 2010.
Date: 11.02.2011: The Holding Company Inc. Statement made by It had been made public before that the Competition Authority has decided to open an investigation with respect to our Company, our direct subsidiaries Hürriyet Gazetecilik ve Matbaacılık A.Ş. and Doğan Gazetecilik A.Ş. as well as our indirect subsidiaries Bağımsız Gazeteciler Yayıncılık A.Ş. and Doğan Daily News Gazetecilik ve Matbaacılık A.Ş., regarding the practices in the sale of space (channel) for print media (journalism). It has come to know that the verbal defence meeting of the said investigation shall be held on Tuesday, March 29, 2011 at 10:00 a.m.
Date: 10.01.2011/02: Credit Rating The international rating institution Fitch Ratings has confirmed our Company’s rating in local and foreign currency as “B+”, and its outlook as in “negative tracking”. In addition, it has confirmed its national long-term rating as “A(tur”), its outlook as in “negative tracking”. The explanation of Fitch Ratings in this matter is also available through our Company’s website at the address www.hurriyetkurumsal.com. Fitch Ratings 10.01.2011
Date: 05.01.2011/01: Concerning extraordinary price and quantity movement By the letter number İMKB/24 GDD-210/03-177 dated 05.01.2011 of your Stock Exchange’s Presidency, our explanations have been requested on whether or not there is any special situation, which has not been made public yet, regarding the extraordinary price and quantity movements that have been realized on our Company’s shares. Related to our Company; there isn’t any special situaton which we have not made public apart from our material disclosures made to your Presidency. On the other hand, regarding the news released on the media today, an explanation has also been made to the public by our controlling shareholder Doğan Yayın Holding A.S.
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