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 Subsidiaries and Affiliates
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   Subsidiaries and Affiliates
  • Primary areas of activitiy of subsidiaries and affiliates
  • Shareholding in subsidiaries and affiliates
  • Number of employees and severance pay obligations
  • Dividend Policy and Proposed Dividend Distribution Dividend Policy

    • SUBSIDIARIES AND AFFILIATES

    Subsidiaries are companies in which a) Hürriyet owns more than 50% of the voting rights through a direct and/or indirect shareholding; or b) Hürriyet does not own more than 50% of the voting rights, but possesses the authority or power to control financial and administrative policies in line with its interests. Affiliates are companies in which Hürriyet owns 20% to 50% of the voting rights or material influence, but are not controlled by Hürriyet. The equity method is used to consolidate subsidiaries into the Company’s financial statements.

    1.PRIMARY AREAS OF ACTIVITY OF SUBSIDIARIES AND AFFILIATES

    Primary areas of activity of subsidiaries and affiliates are presented in the table below. Hürriyet
    Medya (Hürriyet Media), Doğan Ofset, Yenibiriş, Refeks, Doğan Haber (Doğan News), Doğan Daily News, Emlaksimum, TME Technology,Yaysat and DYG İlan (DYG Advertisement) are registered in Turkey, whereas all other affiliates and subsidiaries are registered in Europe.




    2. SHAREHOLDING IN SUBSIDIARIES AND AFFILIATES

    Shares owned directly or indirectly by the Company in subsidiaries and afliates as of December 31, 2008 are shown below:






    3.NUMBER OF EMPLOYEES AND SEVERANCE PAY OBLIGATIONS

    As of December 31, 2008, the Company and its subsidiaries have 8,043 employees and the severance pay obligation is calculated as TL 11,744,969.


    4.DIVIDEND POLICY AND PROPOSED DIVIDEND DISTRIBUTION DIVIDEND POLICY

    The Company determines its dividend policy in accordance with the relevant provisions of the Turkish Commercial Code (TCC), the Capital Markets Law, regulations and resolutions of the Capital Markets Board (CMB), tax laws, other applicable legislation and its Articles of Association.

    Accordingly;

    1. In principle; a minimum of 50% of “net distributable proft” based on Financial Statements prepared in line with International Financial Reporting Standards (IFRS) and Capital Market Board Regulations are distributed,
    2. In case of an intention to distribute 50% to 100% of the “net distributable proft,” the dividend payout ratio is determined considering the fnancial structure and budget of the Company.
    3. Dividend distribution proposal is made public taking into consideration legal time frames and following the Ordinary General Assemblies of subsidiaries and afliates included in the Company’s consolidated fnancial statements.
    4. In the event that the “net distributable proft” based on fnancial statements prepared in line with the Turkish Commercial Code and Tax Laws is;
    5. lower than the amount calculated according to Article 1, the amount calculated within the framework of this article (Article 4) is applied and all the distributable amount is distributed,
    6. higher than the amount calculated according to Article 2 is the guideline for the action to be taken.
    7. In the case that there is no distributable proft based on fnancial statements prepared in accordance with the Turkish Commercial Code and Tax Laws, no dividend distribution is made even if there is a “net distributable proft” based on fnancial statements prepared in accordance with IFRS and Capital Markets Legislation.
    8. In the case that the “net distributable proft” is below 5% of the Company’s issued capital, it may be decided not to make any dividend distribution.
    9. Dividend distribution is evaluated in the presence of investment plans that require considerable fund outfow, events that may afect the Company’s fnancial structure and uncertainty and adverse developments in the economy and market conditions.
    Proposed Dividend Distribution for 2008
    The Board of Directors of the Company convened on April 10, 2009 and decided;
    That according to consolidated fnancial statements of the 2008 accounting period; prepared pursuant to CMB Communiqué Series XI, No. 29 and in accordance with International Financial Reporting Standards, presented in line with the principles set forth in the CMB’s Decision No. 11/467 dated April 17, 2008, and audited independently, when “tax expenses for the period,” “deferred tax revenue” and “minority interest” were considered together, there was a resultant TL 38,093,867 of “Consolidated Net Loss for the Period”, and therefore, to advise the shareholders that there can be no dividend distribution for the accounting period of 2008 under CMB’s relevant regulations of proft distribution and to submit the issue for approval of the General

    Meeting of Shareholders;
    To advise the shareholders of a loss of TL 32,131,261 for the period according to fnancial records kept in accordance with Turkish Commercial Code and Tax Procedure Law.