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Public Disclosures
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Date: 04.06.2010/18 : Task Distribution of the Board of Directors and the Committees By its resolution number 2010/27 dated June 4, 2010, the Board of Directors has realized the task distribution and has elected the committee members to work in connection with the Board of Directors as follows. The Board of Directors has decided that: 1. Vuslat Doğan Sabancı shall be elected as Chairman of the Board of Directors and Hanzade Vasfiye Doğan Boyner as Vice-Chairman, 2. Hakkı Hasan Yılmaz shall be appointed as Chairman of the Executive Board (Executive Committee), Kadri Enis Berberoğlu as Executive Board Member in charge of Broadcasting (Publishing) Affairs, Ayşe Cemal Sözeri as Member in charge of Advertisement Affairs, Dursun Ali Yılmaz as Member in charge of Financial Affairs, Ayçin Bayraktaroğlu as Member in charge of Marketing Affairs, Ahmet Nafi Dalman as Member in charge of Information Technologies, Ahmet Özer as Member in charge of internet operations management, development and the creation of new business areas, 3. our Board of Directors’ members Ahmet Toksoy and Soner Gedik shall be elected as members of the Committee in charge of Audit and that the said committee shall be authorized for the fulfillment of the duties stated by the provisions of the Communiqué Serial:X, number 22 of the Capital Markets Board, 4. Ahmet Burak, one of the independent members of our Board, shall be elected as Chairman of the Corporate Governance Committee, and Ahmet Toksoy, member of the Board of Directors, and Murat Doğu, Doğan Sirketler Grubu Holding A.S. Capital Market Group Chairman, shall be elected as members of the Corporate Governance Committee. Date: 31.05.2010/17: Acquisition of all trademark and royalty rights of the newspaper Radikal In order to ensure the enforcement of more efficient business models along with the Referans newspaper, which is published within our company, and the formation of a publication comprising economy and politics news, it has been resolved to purchase from Doğan Gazetecilik A.S. all trademark and royalty rights of the newspaper Radikal, together with their internet site domain names, in consideration of 5.095.000,-TL, excl. VAT, in accordance with the result of the “Valuation Report” caused to be prepared, and to effect the payment of the sales value as cash and down payment until June 30, 2010. It is foreseen that our transfer transaction is completed on June 30, 2010. Date: 26.05.2010/16: Distribution of profit The proposal, made by our Board of Directors, for the distribution of net profit to our shareholders has been accepted the same as it was at the ordinary General Assembly Meeting of our Company, held on May 26, 2010. Within this scope, a distribution of profit in cash referring to a total sum of TL 55.200.000.- shall be made to our shareholders on the basis of our legal entries in accordance with the provisions of the Capital Market Law, Capital Markets Board (SPK) Arrangements and Turkish Commercial Code and the distribution shall commence on May 31, 2010. A cash dividend at a proportion of 10 % (10,00 Turkish Piaster gross=net for a share having a value of TRL 1) shall be payable to the full fledged taxpayer and our limited taxpayer shareholders having entitled to the dividend by means of a workplace or permanent representative in Turkey, and to the other shareholders of us, however, at a proportion of 8,50 (8,50 Turkish Piaster gross=net for a share having a value of TRL 1) among our shareholders, who are going to receive dividend in this respect. The dividend payments shall directly be made to our shareholders whose shares are held with the Central Registry Agency (CRA) and kept registered in the custody of exporter accounts under our Company, by way of a written instruction, submitted to our Company. The dividend payments of our shareholders whose shares are held with the Central Registry Agency (CRA) and kept registered in the custody of investor accounts under the Intermediary Institutions, however, shall be transferred by means of CRA into the accounts of our whose shares are held with the Central Registry Agency (CRA) and kept registered in the custody of the exporter accounts under our Company. The dividend payments to our shareholders, who physically hold their shares in hand, shall only be able to be made following the completion of the dematerialization procedures of the share certificates as a requirement of the provision of Provisional Article no.6 of the Capital Market Law and General Letter no. 294 of the CRA bearing the date of January 30, 2008. Our shareholders may apply to the Financial Directorate of our Company on the dematerialization procedures. The announcement which this information consisting are enclosed and shall be published in the editions dated May 27, 2010 of the newspapers Hürriyet and Referans and the Information are also available through our website at the address www.hurriyetkurumsal.com. Annex 1: Announcement for the distribution of profit Annex 2: Statement of Profit Distribution Date: 26.05.2010/15: Ordinary General Meeting The Ordinary General Meeting for our Company’s activities of the year 2009 has been held on 26.05.2010 at 11:00 a.m. at the Corporate head offices located at the address Hürriyet Medya Towers Güneşli/Istanbul. During the Ordinary General Meeting, briefly, the following have been resolved: · The Activity Report of the Board of Directors, the Auditor’s Report, the Opinion of the Independent External Audit Firm, the Financial Report and the Balance Sheet as well as the Income Statement of the fiscal period 01.01.2009–31.12.2009 have been unanimously approved, · The Board members and the Auditors have been decided to be unanimously discharged separately for their activities, transactions and accounts in the year 2009, · The articles 9, 10, 13, 20, 21, 26, 29 and the Provisional article 1 of the Company’s Articles of Incorporation, in the framework of the permission number 2264 dated 19.04.2010 of the Ministry of Industry and Trade, General Directorate of Domestic Trade, as found appropriate by the letter number 3940 dated 16.04.2010 of the Capital Markets Board, have been approved, · The Board of Directors’ proposal for profit distribution as already disclosed to the public through the Daily Bulleting of the Istanbul Stock Exchange dated 30.04.2010 has been unanimously approved and it has been resolved to initiate the profit distribution on 31.05.2010, · Vuslat Doğan Sabancı, Hanzade Vasfiye Doğan Boyner, Soner Gedik, Ahmet Toksoy, Hakkı Hasan Yılmaz, Kadri Enis Berberoğlu, Leonid Makaron and, as independent members, Kai Georg Diekmann and Ahmet Burak, have been appointed as members of the Board of Directors to hold office until the ordinary general meeting during which the accounts and activities of 2010 shall be discussed, · Fuad Arsland and Mehmet Yörük have been reelected as the Company’s Auditors to hold office until the ordinary general meeting during which the accounts and activities of the year 2010 shall be discussed, · the election of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.to perform the independent audit of our accounts of 2010 in the framework of the arrangements of the Capital Markets Board and the Capital Market Regulation has been unanimously approved; at the same time, the General Meeting has been informed of the “Profit Distribution Policy” prepared in the framework of the Capital Markets Board’s Principle Resolution and approved by the Board of Directors, that the Company has made donations amounting to 727.776,85,-TL in the fiscal term 01.01.2009-31.12.2009; that 572.940,-TL have been paid for actions of damages for mental anguish filed against the Company, that provision has been made for this kind of actions amounting to 2.393.095,-TL as per 31.12.2009; that there has not been provided any benefit by granting any mortgage, pledge and similar securities in favour of the Company’s associates or third persons; the General Meeting’s Minutes and the list of Attendants are attached. Minutes of the General Meeting List of Attendants Date: 03.05.2010/14: Notice to the Ordinary General Meeting Having convened on May 3, 2010; our Board of Directors has decided that the ordinary general meeting related to the activities of year 2009 shall be held on May 26, 2010 at 11:00 a.m. at the Corporate head offices situated at the address Hürriyet Medya Towers, Günesli/Istanbul, in order to negotiate and decide on the attached agenda. The announcement made to our shareholders by the Presidency of the Board of Directors; the agenda, form of proxy as well as the Text of Amendment of the Articles of Incorporation related to the amendment of the articles 9, 10, 13, 20, 21, 26, 29 and the Provisional Clause 1 of the Company’s Articles of Incorporation, in the framework of the permissions granted by the Ministry of Industry and Trade General Directorate for Domestic Trade and the Capital Markets Board, are enclosed as Annex:1, and shall be published in the editions dated May 4, 2010 of the newspapers Hürriyet and Referans. Information related to our ordinary general meeting are also available through our website at the address www.hurriyetkurumsal.com. Annex 1: Announcement of the Board of Directors (notice, agenda, form of proxy, text of amendment of the Articles of Incorporation) Annex 2: Resolution of the Board of Directors (number 2010/22, dated May 3, 2010) Date: 30.04.2010/13: Distribution of the Profit of the year 2009 Distribution of the Profit of the year 2009 The Company’s Board of Directors has convened on April 30, 2010 and has adopted the following resolution related to the distribution of profit of the year 2009: - The profit distribution suggestion explained in our Board’s resolution number 2010/16 dated April 7, 2010 and the relevant part of the said resolution shall be cancelled. - According to our Company’s consolidated financial statements of the fiscal term Jan.1, 2009 – Dec.31, 2009, which have been prepared in the framework of the provisions of the Communiqué Serial: XI No:29 of the Capital Markets Board and consistent with the International Financial Reporting Standards, the principles of presentation of which have been determined pursuant to the Resolutions of the Capital Markets Board in this matter, which have undergone independent audit; since, considering together the “term’s tax expenditure”, “deferred tax revenue” as well as the minority interest, a “Consolidated Net Term Loss” of 35.079.806,-TL has been seen to have arisen; upon provision to be made for the “II. Series Legal Reserves” amounting to 2.760.000,-TL pursuant to article 466 of the Turkish Commercial Code, a cash profit distribution pro rata 10% of our issued capital and amounting to 55.200.000,-TL of the amount having accumulated in the “profits of the former year” shall be realized and this circumstance shall be presented to the approval of the General Meeting. - It shall be determined that in our Company’s fiscal term Jan.1, 2009 – Dec.31, 2009, the “net term profit” in our financial records kept in the framework of the Turkish Commercial Code and the Tax Procedure Law amounts to 53.815.037,-TL; and that upon provision to be made from this amount for “I. Series Legal Reserves” amounting to 1.084.189,-TL and upon deduction of the “loss of former year” amounting to 32.131.261,-TL, the “distributable net term profit” shall be determined as 20.599.588,-TL; upon addition of 37.360.412,-TL, which is in the “extraordinary reserves”, to the “distributable net term profit” and upon provision being made for the “II. Series Legal Reserves” amounting to 2.760.000,-TL pursuant to article 466 of the Turkish Commercial Code from this amount, a cash profit distribution pro rata 10% of our issued capital and amounting to 55.200.000,-TL shall be made and this circumstance shall be presented to the approval of the General Meeting. Enclosed please find the the Board Resolution dated April 30, 2010 and the profit distribution table for the year 2009 to be presented to the approval of the Ordinary General Meeting. Statement of Profit Distribution of the year 2009 Board Resolution 2010-20 Date: 19.04.2010/12: Approval of Articles of Incorporation’s Amendment The permissions of the Capital Markets Board and the Ministry of Industry and Commerce related to the amendment of the Company’s Articles of Incorporation, article 9 headed "Registered and Issued Capital", article 10 headed "Transfer of Shares", article 13 headed "Board of Directors", article 20 headed "Audit Committee", article 21 headed "Corporate Governance Committee", article 26 headed "Independent Audit", article 29 headed "Meeting Place and Invitation" and the Provisioncal Clause 1 having been obtained, they shall be presented to the approval of the General Meeting during the ordinary general meeting to be held. Date: 16.04.2010/11: Participation in Incorporation By the resolution adopted on April 16, 2010 (today), our Board of Directors has decided to participate in the company Tipeez Internet Hizmetleri A.S. (Tipeez), which is attempted to be incorporated with a capital of 500.000 TL and the head offices of which is located in Istanbul, with a capital share of 149.998 TL corresponding to 149.998 shares each having a nominal value of 1 TL. The subject of activity of Tipeez has been determined as the presentation of interactive products and educational services to children through the internet. Date: 15.04.2010/10 : Participate in capital increase Our Board of Directors has decided on April 15, 2010 (today) to authorize and commission our Company’s management to execute our right of obtaining new shares amounting to 1.908.900 Euro corresponding to our interest share, in the increase of the capital of Doğan Medya International GmbH (DMG International), being our affiliate in whose capital we hold an interest of 42,42%, from 58.500.000 Euro to 63.000.000 Euro, and to notify the relevant authorities regarding the fulfillment of the necessary procedures. Date: 07.04.2010/09 : Distribution of the Profit of the year 2009 The Company’s Board of Directors has convened on April 7, 2010 and has adopted the following resolution related to the distribution of profit of the year 2009: Enclosed please find the the Board Resolution dated April 7, 2010 and the profit distribution table for the year 2009 to be presented to the approval of the Ordinary General Meeting. Statement of Profit Distribution for the year 2009 Board Resolution April 7, 2010 with number 2010/06 Date: 06.04.2010/08 : Realization of Preassessment Composition Preassessment composition has been ensured related to the supplementary Tax Audit Reports comprising the original tax amounting to 22.569.005,-TL and the fine for loss of tax revenue amounting to 22.569.005,-TL for the fiscal term 2005, which has been served to our Company by the Revenue Controllers of the Ministry of Finance. Accordingly, the original tax and its tax have been determined as 8.000.000,-TL. The said amount, together with its default interest to be calculated based on this amount, shall be paid within one month. The amount to be paid together with the default interest is estimated as 17.200.000,-TL, and provision in this amount shall be made in our financial tables of the fiscal term 01.01.2009-31.12.2009. 31.03.2010/07 : Assignment of DRT Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S. as independent audit firm Our Board of Directors has resolved to present the assignment of DRT Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S. as independent audit firm, in accordance with the provisions of the "Communiqué On the Independent Audit Standards in the Capital Market" number 22, Serial:X of the Capital Markets Board (CMB) as well as the Orders of the CMB related to the subject, in the independent audit of our Company’s financial tables of the interim fiscal term 01.01.2010-30.06.2010 as well as the annual financial tables of the term 01.01.2010-31.12.2010, to the approval of our shareholders in the ordinary general meeting to be held. Resolution of the Audit Committee 22.03.2010/06 : Amendment Text of Articles of Incorporation Board of Directors resolved on 22.03.2010 that Articles 9, 10, 13, 20, 21, 26, 29 and Temporary Article 1 shall be amended in accordance with the Amendment Text of Articles of Incorporation attached hereto in order to ensure compliance with the current modifications in the Capital Markets Law; and that such amendments shall be submitted for approval by the shareholders during the first General Meeting of Shareholders to be held after the necessary legal permissions are obtained. Amendment Text of Articles of Incorporation 16.03.2010/05 : Assignment change and appointment As per 16.03.2010, Mr. Dursun Ali Yılmaz has been appointed as our Company’s Head of Financial Affairs Group (CFO) and Executive Committee Member. Mr. Dursun Ali Yılmaz was born in Rize in 1958. He has graduated from the Economics Department of the Middle East Technical University in 1982 and has completed his graduate studies at the Business Administration Department of the Dokuz Eylul University in 1988. Mr. Yılmaz, who has started his career in 1982 as Operating Manager at Özdemir Celik Döküm Sanayi A.S., worked at various functional levels in the Financial Affairs Departments of Anadolu Denizcilik A.S., Türkiye Sise ve Cam Fabrikaları A.S. and Hacı Ömer Sabancı Holding A.S.. Mr. Yılmaz, has performed the duty of Budget and Financial Analysis Director in Hürriyet during 1993-1995 period. Mr. D. Ali Yılmaz, who has been engaged as Assistant General Manager of Akın Tekstil A.S. throughout the subsequent 10 years, has joined Doğan Yayın Holding A.S. as Financial and Administrative Affairs Coordinator in 2005. 16.03.2010/04 : Principal Tax and Fine Notice Regarding the year 2005, which had been subject to tax investigation in the past, supplementary Tax Audit Reports have been served on our Company on March 15, 2010 (yesterday), by the Revenues Auditor of the Ministry of Finance. The said supplementary Tax Audit Reports comprise the principal tax amounting to 22.569.005,-TL and the fine for loss of tax revenue amounting to 22.569.005,-TL. Our company received a settlement invitation for April 6, 2010. As it is known, the first Tax Audit Reports related to the year 2005 have been served on our Company about a year ago. No agreement being reached from the settlement negotiations related to these notifications, suits have been filed for the cancellation of the principal tax and fine notices served. Related to the suits filed, provision has been set in our financial statements and all developments related to the subject have been shared with the public. Our Company shall execute all kind of legal rights against the claims contained in the supplementary Tax Audit Reports, including settlement. Information as to whether or not any additional provision shall be made for in our financial statements and the amount of any provision to be made, regarding the aforementioned principal tax and tax fine, shall be disclosed in the consolidated financial tables and footnotes of the fiscal term Jan.1, 2009- Dec.31, 2009 to undergo independent audit, after the evaluations to be made. 15.02.2010/03 : 2009 4th Term Provisional Tax Declaration Enclosed please find the Income Statement of the term Jan.1, 2009 – Dec.31, 2009 having been submitted to the Tax Office on Feb.15, 2010 attached to the 4th term Provisional Tax Declaration of the year 2009, which has not been issued in accordance with the Capital Market Regulation. 09.02.2010/02 : Change of Assignment Mr. Ahmet Toksoy, who has been acting as our Company’s Board of Directors’ Member, Executive Committee Member and Head of Financial Affairs Group, has been assigned as Head of Audit and Risk Management of the Dogan Sirketler Grubu Holding A.S. as per Feb.8, 2010. In this framework, Mr. Ahmet Toksoy’s functions as Executive Committee member and Head of the Financial Affairs Group in our Company have been concluded, whereas his Board of Directors’ membership shall continue until the ordinary general meeting to be held. Date: 08.02.2010/01 At the meeting hold today, our Board of Directors resolved: 1. Accepting the declaration presented by Aydin Dogan, Chairman of the Board of Directors of our Company, on demand for his resignation from his office; effective from the Ordinary General Meeting that will be discussed our 2009 operating results, 2. Accepting the decleration of Vuslat Dogan Sabanci, currently performing her task as Vice Chairman of the Board of Directors and Chairman of Executive Board, to assume duty as the Chairman of the Board of Directors; effective from the Ordinary General Meeting that will be discussed our operating results for 2009, 3. Accepting the resignation of Vuslat Dogan Sabanci from her office as Chairman of Executive Board that she is performing presently, and assignment of Hakki Hasan Yilmaz as Chairman of Executive Board, effective from the Ordinary General Meeting that will be discussed our operating results for 2009. Hakki Hasan Yilmaz who will be assigned as Chairman of Executive Board of Hurriyet Gazetecilik ve Matbaacilik A.S. was born in 1957 in Ankara. Following high school education in TED Ankara College, he was graduated from Industrial Engineering of Middle East Technical University in 1979. In 1991, Yilmaz was appointed as Chairman of the Board of Directors and Chairman of the Executive Committee in Lever and Elida Cosmetics Companies. In 1994, Yilmaz was commissioned as the "Regional Manager" responsible from the Detergent Business of Unilever’s Eastern Asian region. He came back to Turkey in 1995 and he has assumed the task of Chairman of the Board of Directors and Chairman of the Executive Committee of Uzay Gıda Company, attached to Pepsi-Co/Frito Lay organization for a year. In 1996, Yilmaz was re-assigned as Chairman of the Board of Directors and Chairman of Executive Committee of nine companies that Unilever had in Turkey, he resigned from his duty in 2000 and he started to lecture MBA and EMBA students in Koc University. In 2002, Yilmaz was appointed as the Head of Food, Retail and Tourism Group in Koc Holding. Within the period that he was in charge, he assumed the duty as Chairman of the Board of Directors or Vice Chairman of the Board of Directors in 21 companies belonging to Koc Holding. Since 2005, Yilmaz has been given different lectures in Koc University and supports MBA and EMBA programs. Hakki Hasan Yilmaz is an independent Member of the Board of Directors in our Company since June 01, 2008. |
