DOGAN YAYIN HOLDING AS 
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Our investor relations website is prepared and updated in order to supply information, not to provide any kind of investment recommendation to Doğan Yayın Holding or group companies' shares. The information in this website and selected documents may have become out of date. Doğan Yayın Holding does not undertake any obligation, and disclaims any duty to update any of the information in those documents.
Some of the documents in the website contain forward-looking statements that reflect the Company management's current views with respect to certain future events. These views and forecasted numbers depend on a number of variables and underlying assumptions that could cause the actual results to differ materially.
Neither Doğan Yayın Holding, its directors, managers or employees nor any other person shall have any liability whatsoever for any loss arising from the use of this website and its contents. Therefore, readers are strongly recommended to confirm correctness of such information and will be held fully responsible for the decisions they will make based on the information obtained from this website.
All logos and any proprietary information found in this website shall not be used in any other form of communication by third parties without the express written consent of Doğan Yayın Holding Management.
Some of the documents in the website contain forward-looking statements that reflect the Company management's current views with respect to certain future events. These views and forecasted numbers depend on a number of variables and underlying assumptions that could cause the actual results to differ materially.
Neither Doğan Yayın Holding, its directors, managers or employees nor any other person shall have any liability whatsoever for any loss arising from the use of this website and its contents. Therefore, readers are strongly recommended to confirm correctness of such information and will be held fully responsible for the decisions they will make based on the information obtained from this website.
All logos and any proprietary information found in this website shall not be used in any other form of communication by third parties without the express written consent of Doğan Yayın Holding Management.
Latest IR News
Expert Institution Report Regarding the Merger
22.05.2014 Expert Institution Report regarding the merger of our company under the umbrella of Doğan Şirketler Grubu Holding A.Ş. through all our assets and liabilities being "taken over" as a whole by our main shareholder Doğan Şirketler Grubu Holding A.Ş., has been completed.
In the merger transaction of our Company under the umbrella of Doğan Şirketler Grubu Holding A.Ş. through the entire take-over of all assets and liabilities of our company, whereby our main shareholder hold a direct share of 80.02% in the entirely paid up capital of 2.428.550.000 Turkish Liras, the Expert Institution (KPMG Akis Bağımsız Denetim ve SMMM A.Ş.) has deemed it suitable to set the "merger ratio" as 91.27%; and accordingly, the "exchange ratio" as 0.48635. Accordingly, our shareholders who do not exercise their exit rights at the merger transaction will receive for their 1 Doğan Yayın Holding A.Ş. share, 0.48635 Doğan Şirketler Grubu Holding A.Ş share, following the registration of resolutions taken at the general assembly held for the approval of merger, by Trade Registry Office. The Report of the Expert Institution dated May 22, 2014 (today) is presented in the annex for the review of our shareholders.
In relation with the merger transaction, the Board of Directors of our our company has made the following resolution as the "exercise of exit rights" of the shareholders of our company in the Board of Directors' Resolution of 14.04.2014, no. 2014/13, that was disclosed to the public with a Public Disclosure through the Public Disclosure Platform (KAP) on 14.04.2014:
"
4. As per the provisions of the relevant legislation, in the merger transactions of our company through the "take over" of all our assets and liabilities as a whole by Doğan Şirketler Grubu Holding A.Ş., as our Company is subject to the Capital Markets Law, and as its shares are public, and are being traded, at the Stock Exchange; pursuant to the provisions of Article 24 of the Capital Markets Law, "Separation Rights", and Article 9, "The Exercise of Exit Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1), the fact that the shareholders or their representatives who will attend the general assembly meeting whereby such merger transaction will be approved, and cast negative votes, and will have the opposition clause entered in the minutes of meeting are entitled to leave the partnership by selling their shares to our Company is to be notified in the Public Disclosure Platform (KAP) as of the date of this Board of Directors Resolution, in line with the public disclosure obligations stipulated by the Capital Markets Legislation,
5. As for the exercise of the "exit rights" mentioned above in Article 4 above, pursuant to the provisions of Article 24 of the Capital Market Law, "Exit Rights", and Article 10, the "Price for Exercising the Separation Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1), taking into account that the above mentioned merger transaction will be disclosed to the public as of the date of the Board of Directors Resolution hereby for the first time, the "exit right exercise price" of our Company for each share with a nominal value of 1 Turkish Lira, is to be determined as 0.50 TL calculated as the "arithmetic mean of the weighted average prices" that occurred in the Stock Exchange during the thirty days prior to the date of this Resolution hereby, excluding the date of this Board of Directors Resolution hereby,
6. With regards to the exercise of the exit rights;
a. As per the provisions of paragraph 5 of Article 9, "The Exercise of Exit Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1); an "upper limit" is to be set by our Board of Directors with regards to "total cost" that our Company may have to bear as a result of the ratio of the amount of "shares" (voting rights) wishing to exercise the "exit rights", to our "issued capital" and/or as a result of the exercise of the exit rights;
b. Along with such restrictions, the other conditions with regards to such merger, if any, are to be included in the agenda of the general assembly meeting where the merger transaction shall be submitted for approval, and are to be submitted for the approval of the shareholders;
c. The fact that the abovementioned merger transaction may not be carried out in case the limits set forth above in 6/a are exceeded and/or in case the other conditions set forth above in 6/b with regards to the merger transaction, if any, do not take place, is to be included in the agenda of the general assembly as a separate agenda item, to immediately follow the general assembly meeting agenda item where the abovementioned merger transaction shall be submitted for approval, and is to be submitted for the approval of the shareholders,
d. A public disclosure shall be made at the KAP about the restrictions referred to in this article and/or about other conditions, prior to the announcement of the agenda for the general assembly meeting where the merger transaction will be discussed, and in any case immediately upon the Board of Directors Resolution on this matter is made, in compliance with the public disclosure obligations of the Capital Market Legislation, and the shareholders shall be informed about such restrictions,
………."
The full text of the Resolution of 14.04.2014, no. 2014/13 of the Board of Directors of our company is presented in the appendix as a repetition once again for the information and examination of our shareholders. Board of Directors Resolution mentioned above has been disclosed to the public on 14.04.2014 with a Public Disclosure through the Public Disclosure Platform (KAP).
In order to not to lose their rights for the merger transactions, we would like to remind our shareholders to follow up our updated public disclosures and/or announcements via Public Disclosure Platform (www.kap.gov.tr) and our corporate web site (www.dyh.com.tr )
Appendices;
1- The Report of the Expert Institution,
2- Doğan Yayın Holding A.Ş. Board of Directors Resolution of 14.04.2014, no. 2014/13 published in the Public Disclosure Platform (KAP) on 14.04.2014,
In the merger transaction of our Company under the umbrella of Doğan Şirketler Grubu Holding A.Ş. through the entire take-over of all assets and liabilities of our company, whereby our main shareholder hold a direct share of 80.02% in the entirely paid up capital of 2.428.550.000 Turkish Liras, the Expert Institution (KPMG Akis Bağımsız Denetim ve SMMM A.Ş.) has deemed it suitable to set the "merger ratio" as 91.27%; and accordingly, the "exchange ratio" as 0.48635. Accordingly, our shareholders who do not exercise their exit rights at the merger transaction will receive for their 1 Doğan Yayın Holding A.Ş. share, 0.48635 Doğan Şirketler Grubu Holding A.Ş share, following the registration of resolutions taken at the general assembly held for the approval of merger, by Trade Registry Office. The Report of the Expert Institution dated May 22, 2014 (today) is presented in the annex for the review of our shareholders.
In relation with the merger transaction, the Board of Directors of our our company has made the following resolution as the "exercise of exit rights" of the shareholders of our company in the Board of Directors' Resolution of 14.04.2014, no. 2014/13, that was disclosed to the public with a Public Disclosure through the Public Disclosure Platform (KAP) on 14.04.2014:
"
4. As per the provisions of the relevant legislation, in the merger transactions of our company through the "take over" of all our assets and liabilities as a whole by Doğan Şirketler Grubu Holding A.Ş., as our Company is subject to the Capital Markets Law, and as its shares are public, and are being traded, at the Stock Exchange; pursuant to the provisions of Article 24 of the Capital Markets Law, "Separation Rights", and Article 9, "The Exercise of Exit Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1), the fact that the shareholders or their representatives who will attend the general assembly meeting whereby such merger transaction will be approved, and cast negative votes, and will have the opposition clause entered in the minutes of meeting are entitled to leave the partnership by selling their shares to our Company is to be notified in the Public Disclosure Platform (KAP) as of the date of this Board of Directors Resolution, in line with the public disclosure obligations stipulated by the Capital Markets Legislation,
5. As for the exercise of the "exit rights" mentioned above in Article 4 above, pursuant to the provisions of Article 24 of the Capital Market Law, "Exit Rights", and Article 10, the "Price for Exercising the Separation Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1), taking into account that the above mentioned merger transaction will be disclosed to the public as of the date of the Board of Directors Resolution hereby for the first time, the "exit right exercise price" of our Company for each share with a nominal value of 1 Turkish Lira, is to be determined as 0.50 TL calculated as the "arithmetic mean of the weighted average prices" that occurred in the Stock Exchange during the thirty days prior to the date of this Resolution hereby, excluding the date of this Board of Directors Resolution hereby,
6. With regards to the exercise of the exit rights;
a. As per the provisions of paragraph 5 of Article 9, "The Exercise of Exit Rights", of CMB's "The communiqué on common principles for material transactions and exit rights" (II-23.1); an "upper limit" is to be set by our Board of Directors with regards to "total cost" that our Company may have to bear as a result of the ratio of the amount of "shares" (voting rights) wishing to exercise the "exit rights", to our "issued capital" and/or as a result of the exercise of the exit rights;
b. Along with such restrictions, the other conditions with regards to such merger, if any, are to be included in the agenda of the general assembly meeting where the merger transaction shall be submitted for approval, and are to be submitted for the approval of the shareholders;
c. The fact that the abovementioned merger transaction may not be carried out in case the limits set forth above in 6/a are exceeded and/or in case the other conditions set forth above in 6/b with regards to the merger transaction, if any, do not take place, is to be included in the agenda of the general assembly as a separate agenda item, to immediately follow the general assembly meeting agenda item where the abovementioned merger transaction shall be submitted for approval, and is to be submitted for the approval of the shareholders,
d. A public disclosure shall be made at the KAP about the restrictions referred to in this article and/or about other conditions, prior to the announcement of the agenda for the general assembly meeting where the merger transaction will be discussed, and in any case immediately upon the Board of Directors Resolution on this matter is made, in compliance with the public disclosure obligations of the Capital Market Legislation, and the shareholders shall be informed about such restrictions,
………."
The full text of the Resolution of 14.04.2014, no. 2014/13 of the Board of Directors of our company is presented in the appendix as a repetition once again for the information and examination of our shareholders. Board of Directors Resolution mentioned above has been disclosed to the public on 14.04.2014 with a Public Disclosure through the Public Disclosure Platform (KAP).
In order to not to lose their rights for the merger transactions, we would like to remind our shareholders to follow up our updated public disclosures and/or announcements via Public Disclosure Platform (www.kap.gov.tr) and our corporate web site (www.dyh.com.tr )
Appendices;
1- The Report of the Expert Institution,
2- Doğan Yayın Holding A.Ş. Board of Directors Resolution of 14.04.2014, no. 2014/13 published in the Public Disclosure Platform (KAP) on 14.04.2014,
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