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Public Disclosures
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Date: 29.12.2010/32: Participation in capital increase As we had made public before; a part of the cases filed for the cancellation of the tax/fine notifications amounting to a total of 30.895.416,-TL, consisting of 12.292.166,-TL original tax and 18.603.250,-TL fine for loss of tax revenues, served to our Company by the Tax Office to which we are associated, related to the fiscal terms 2004, 2005 and 2006, has resulted in favour of us (a total of 11.277.885,-TL including tax and fine), and a part of them has resulted against us (a total of 6.906.633,-TL including tax and fine), and the enforcement of some of the cases having resulted against us (a total of 4.435.303,-TL including tax and fine) has been stopped. We have been informed that the objection related to the part of 7.005.646,-TL of the case amounts (a total of 11.277.885,-TL including tax and fine), which have been disclosed to have resulted in favour of us and which have been made subject to objection by the Tax Office, has been assessed by the Council of State and that the enforcement of the part amounting to 2.054.758 TL has been stopped. Whereas, the trial of the cases, the enforcement of which has been stopped, based on the merits shall continue. Date: 29.12.2010/32: Participation in capital increase By its resolution adopted on 29.12.2010, our Board of Directors has decided that our right of acquiring new shares amounting to 1.049.517,-Euro corresponding to our contribution share, in the increase of the capital of our subsidiary Doğan Haber Ajansi A.S., in whose capital we hold a share of 52,47%, from 2.000.000,-Euro to 4.000.000,-Euro, shall be fully executed, that subscription made for all new share acquisition rights not executed in the capital increase and that our Company’s mangement shall be authorized and commissioned to notify the relevant authorities related to the fulfillment of the necessary transactions. Date: 29.12.2010/31 Participation in Capital Increase By its resolution adopted on Dec.28,2010, our Board of Directors has decided that our right of acquiring new shares amounting to 3.181.500.-Euro corresponding to our contribution share, in the increase of the capital of our affiliate Doğan Medya International GmbH (DMG International), in whose capital we hold a share of 42.42.%, from 67.500.000,-Euro to 75.000.000,- Euro, shall be fully executed, and our Company’s management shall be authorized and commissioned to notify the relevant authorities related to the fulfillment of the necessary transactions. Date: 20.12.2010/30: About the news published in the press During the weekend, there have been wrong and misleading news on some media stating that the sale of the shares of our indirect subsidiary OOO Pronto Moscow [being the indirect subsidiary of our indirect subsidiary Trader Media East Ltd] and/or the newspaper “Iz Ruk v Ruki” published within OOO Pronto Moscow is expected. The said news do not reflect the truth. As per the actual situation; neither the sale of the OOO Pronto Moscow shares nor the newspaper named “Iz Ruk v Ruki” being active within the OOO Pronto Moscow is the case, and there isn’t any ongoing operation in this respect neither. Date: 28.10.2010/29 : Result of Tax-Court Case The cases which we have filed for the cancellation of the tax/fine notifications [monthly tax, withholding tax, stamp duty] for the year 2006 have concluded in favour of our Company. Accordingly; it has been seen through the UYAP System that the cases amounting to a total of 3.654.532,-TL, consisting of original tax of 1.461.813,-TL, tax fine of 2.192.719,-TL, have concluded in favour of our Company. Thus; of the cases which we have filed for the cancellation of the tax/fine notifications amounting to a total of 30.895.416,-TL, which have been served related to the fiscal terms 2004, 2005 and 2006, the part of 11.187.887,-TL have concluded in favour of us; the part of 6.906.631,-TL has concluded against us. As we have already made public before; of the cases, which have concluded against us, the execution of the part of 3.794.913,-TL (6.195.422,-TL inclusive taxes) has been stopped. On the other hand, the hearing of the cases related to the taş/fine notifications amounting to a total of 12.710.898,-TL, consisting of 5.018.359,-TL original tax and 7.692.539,-TL loss of tax revenue, which have been served to on our Company and made subject to suit by us, has not been held yet. In accordance with our Company’s legal advisors and specialists, provision amounting to 17.602.462,-TL has been made for in the financial statements dated 30.06.2010, related to the original tax tax fine and their estimate default interests. Depending on the developments, it is always probable that there is a difference bitween the amounts to be realized and the amounts reserved as provision. Date: 08.10.2010/28 : Tax-Court Cases As to be recalled, by our stated dated 20.08.2010 we had made public that the part of 4.435.803,-TL of the cases filed for the cancellation of the tax/fine notifications amounting to a total of 30.895.416,-TL served to our Company related to the fiscal terms 2004, 2005 and 2006, have resulted against us; that the Tax Department has sent to our Company tax/fine notifications amounting to a total of 7.311.476,-TL including the default interest and the judgment fee and that this amount (7.311.476,-TL) is payable until September 3rd, 2010 and that the necessary legal pleas related to the appeal of the cases with the superior court shall be realized in due time. The entire notifications sent by the Tax Department (7.311.476,-TL) have been paid on 26.08.2010 due to the end of the period of notice. The payment having been effected, the objection made by our Company has also been deemed appropriate, and the enforcement of the part of 6.195.422,-TL of the tax/fine notification [our request for stopping the enforcement related to the remaining part of 1.116.054 TL has not been concluded yet] has been stopped. In the award of the Council of State related to the subject, which has been taken delivery of during the evening hours today, the following has been stated: “It has been unanimously decided on 20.09.2010 to stop the enforcement, without seeking any security, until receiving the reply of the defendant Administration to the appeal or until giving of a new judgment upon the lapse of the time for entering the reply, according to the legal nature of the circumstance and dispute explained in the Petition of Appeal.” The judgment of the said case based on the merits is continued separately. Date: 23.09.2010/27 : Corporate Management Rating Degree The international rating establishment RiskMetrics group (ISS Corporate Services Inc.), which has the operating permission to realize rating in accordance with the Corporate Management Principles of the Capital Markets Board (CMB) in Turkey, has confirmed our corporate management rating degree as 8,5 out of 10 (84,69%) [2009: 8,5 out of 10 (84,31%)]. In the framework of the Principle Decision of the CMB related to the matter, the final rating degree is determined by weighting four sub-categories differently. In this scope, the distribution of our corporate management rating degree as per the sub-categories is as follows:
The Corporate Management Rating Report is accessible through our Company’s website at the address www.hurriyetkurumsal.com . ISS/ Hürriyet Rating Report Date: 22.09.2010/26 : Concerning Conclusion of Tax-Court Case As we have made public before; we had announced on 20.08.2010 that a part of the actions filed for the cancellation of the tax/fine notifications amounting to a total of 30.895.416,-TL, consisting of 12.292.166,-TL original tax and 18.603.250,-TL fine for loss of tax revenue, which have been served on our Company related to the fiscal terms 2004, 2005 and 2006 by the Tax Office, to which we are associated, have resulted against us, and that, however, of the remaining actions amounting to 26.459.613,-TL; the actions amounting to a total of 10.094.183,-TL comprising 4.037.673,-TL original tax and 6.056.510,-TL fine for loss of tax revenues have resulted “partially favourably and partially adversely”. As regards the part having resulted “partially favourably and partially adversely”; our Company’s lawyers have come to know that the part of 2.802.259,-TL of the 4.037.673,-TL original tax have resulted in favour , and the part of 1.235.414,-TL against us; that, however, the part of 4.821.096 TL of the fine for loss of tax revenue amounting to 6.056.510,-TL has resulted in favour, and the part of 1.235.414 TL against us. Regarding the part (2.470.828,-TL) having resulted against us, the legal objections shall be made in due time. The court hearing of the objections raised by us for the total part of 16.365.430,-TL comprising the tax original of 6.480.172,-TL and the fine for loss of tax revenue amounting to 9.885.258,-TL, of the notifications served to our Company by the Tax Office, has not been held yet. In accordance with the opinions of our Company’s legal advisors and experts, provision amounting to 17.602.462 TL has been made in our financial statements dated 30.06.2010, related to the original tax, the tax fine and their estimate default interest. Depending on the developments, it is always possible that there is a difference between the amounts to be realized and the amounts reserved as provision. Date: 03.09.2010/25 : Transfer of DYG Ilan ve Reklam Hizmetleri A.S. shares Our Board of Directors has decided to sell 270.000 of the 271.000 shares, each having a nominal value of 1,-TL, which we hold in ‘DYG Ilan ve Reklam Hizmetleri A.S.’, which is actually “inactive” and in whose capital we have contributed pro rata 20%, to Milliyet Haber Ajansi A.S. in consideration of 314. 576,-TL based on the book value in our statutory records as per Aug.31, 2010, and the value to be paid within 30 days in cash and in advance, and 1.000 shares to Birey Seçme ve Değerlendirme Danışmanlık Ltd. Şti. As a result of the transfer transaction, a participation sales loss amounting to 146.782,31 TL shall arise in our legal records. Date: 31.08.2010/24: Starting from September 1st, Radikal shall be published by Hürriyet The newspaper Radikal shall be published by Hürriyet Gazetecilik ve Matbaacılık A.Ş. starting from September 1st, 2010. In the framework made public by us before, upon change over of the concerned personnel to Hürriyet Gazetecilik ve Matbaacılık A.Ş. and upon delivery of the “periodical declarations” as well, the Radikal newspaper and internet site shall be published by Hürriyet Gazetecilik ve Matbaacılık A.Ş. starting from September 1st, 2010. Date: 23.08.2010/23: Participation in Nartek Bilişim, Pazarlama Hiz. A.Ş ABy the decision adopted on Aug.23, 2010 (today), our Board of Directors has decided to participate in the joint-stock company Nartek Bilişim Pazarlama Hizmetleri Ticaret Anonim Şirketi, the foundation of which has been registered today with the head offices situated in Istanbul and a capital of 2.000.000,-TL, as founding partner with a capital share of 1.199.999,-TL (60%) as counterpart for 1.199.999 shares each having a nominal value of 1,-TL. Nartek Bilişim Pazarlama Hizmetleri Ticaret A.S. shall realize the publicity and marketing of campaigns and promotions providing price group advantage, through the internet. Date: 20.08.2010/22: Concerning Conclusion of Tax-Court Case As we have made public before; a part of the cases filed for the cancellation of the tax/fine notifications amounting to a total of 30.895.416,-TL, consisting of original tax amounting to 12.292.166,-TL and fine for loss of tax revenue amounting to 18.603.250,-TL, served to our Company by the Tax Department, to which we are associated, related to the fiscal terms 2004, 2005 and 2006 (a total of 4.435.803,-TL consisting of 1.774.321,-TL original tax and 2.661.482,-TL fine for loss of tax revenue), have resulted in favour of us, and the Tax Department has sent to our Company a tax/fine notification for a total of 7.311.475,-TL including default interest and judgment duty. This amount (7.311.475,-TL) is payable until September 3rd, 2010, and the necessary legal objections for the appeal of the case with the superior court shall be made in due time. Of the said cases amounting to 30.895.416,-TL, of those cases amounting to 26.459.613,-TL remaining outside the cases amounting to 4.435.803,-TL expressed to have resulted in favour of us above; the cases amounting to 10.094.183,-TL comprising 4.037.673,-TL original tax and 6.056.510,-TL fine for loss of tax revenue, have resulted “partly in favour and partly contrary”. Related to this case result, the grounded decree has not been served to our Company yet, and a separate declaration shall be made to the public if the notice reaches our Company. Whereas the legal objections related to these case results shall be made with the superior court in due time. Again, for the part of a total of 16.365.430,-TL comprising 6.480.172,-TL original tax and 9.885.258,-TL fine for loss of tax revenue of the same notifications, regarding the notices served to our Company by the relevant Tax Department, the court hearing of the objections made by us with the Tax-Courts have not been held yet. The activities related to determining the counterpart amount to be provided (March 31, 2010: 15.847.750 TL), related to the original tax, tax fine and their estimate default interests, in accordance with our Company’s legal advisors and specialist opinions, are continuing, and detailed explanations related to the counterpart amount shall be included in our financial report dated 30.06.2010. Depending on the developments, it is always possible that there is a difference between the amounts to be realized and the amounts to be provided for as counterpart. Date: 16.08.2010/21 : 2010 2th Term Provisional Tax Declaration The following Income Statement between Jan.01.2010 – June 30, 2010 has been submitted to the tax office on the date Aug.16,2010 as attached to the provisional tax declaration 2010/2.term and has not been issued in accordance with the Capital Market Regulation Date: 30.07.2010/20 : Participation in capital increase By the resolution adopted on July 30, 2010 (today), our Board of Directors has decided to fully execute our right of new share acquisition amounting to 1.908.900,-Euro corresponding to our share of participation, in the increase of the capital of our affiliate Doğan Medya Internatonal GmbH (DMG International), in whose capital we hold a share of 42,42%, from 63.000.000,-Euro to 67.500.000,-Euro, and to authorize and commission our Company’s management regarding the notification of the relevant authorities for the performance of the necessary transactions. Date: 30.06.2010/19: Purchase of all trademark rights and royalties of the Radikal Newspaper As we have made public before, all trademark rights and royalties as well as internet web site domain names of the Radikal Newspaper owned by Doğan Gazetecilik A.Ş., have been taken over by our Company as per June 30, 2010 (today) and the purchase value amounting to 5.095.000,-TL+VAT has been paid. The process of the transfer of the relevant personnel to our Company, which is actually continuing, shall be completed as soon as possible (on Sept.30, 2010 the latest). Meanwhile, the Radikal Newspaper and its internet web site shall be continued to be published by Doğan Gazetecilik A.Ş. Upon completion of the transfer procedure, a separate explanation shall be made to the public. 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. |
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