Axel Springer AG / Agreement 19.11.2009 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad-hoc-Announcement pursuant to Section 15 WpHG Axel Springer acquires 29 percent stake in Dogan Yayin Holding A.S. Axel Springer and the Turkish Dogan Group entered into an agreement regarding their future cooperation. Provided, the tax proceedings and the regulatory proceedings brought against Dogan TV Holding A.S. (DTV) by the Radio and Television Supreme Council RTÃK will be resolved successfully, Axel Springer and Dogan Media-Holding (Dogan Yayin Holding A.S., DYH) continue to strengthen their strategic partnership. At first, Dogan Sirketler Grubu Holding A.S. (DH) will implement a capital increase at DYH of TRY 198 million. Afterwards, Axel Springer will acquire from DH a 29 percent stake in the increased capital at a purchase price of approximately TRY 356.7 million (currently approximately EUR 161 million), subject to adjustment based on the DYH stock performance in the last three months prior to March 31, 2016. The final purchase price so determined will be payable in 2016. Any claims Axel Springer may have against DH or DYH, in particular arising from the existing value adjustment mechanism with DTV, can be set off against the purchase price. DHY's Board of Directors (Verwaltungsrat) will consist of 10 (DH 5, Axel Springer 3, others 2) members. Decisions of the Board of Directors require a majority of 8 votes. An Executive Committee (management board of holding) is responsible for business operations. This Committee consists of 5 members. Axel Springer has the right to propose one member. Decisions cannot be taken against the vote of this member. Even if the transaction does not proceed to closing, new provisions between Axel Springer and Dogan will come into effect, improving the guarantees and protection mechanisms with respect to the Axel Springer-shares in DTV significantly. Also, DYH will implement a capital increase in the amount of EUR 385 million at DTV which will significantly reduce the company's debt and dilute Axel Springer's current 25 percent stake to 19.9 percent. In addition, the parties agreed on a prolongation of the value adjustment mechanism for DTV until 2016. The agreement on the acquisition of 29 percent in DYH replaces the agreement about the acquisition of an approx. 9.1 percent stake in DYH by Axel Springer which had been concluded in November 2008 and had not been closed yet. DYH, which is listed on the Istanbul Stock Exchange, is one of the leading Turkish newspaper and magazine publishers and has major activities in the television and radio broadcasting, digital media, book publishing as well as printing and distribution markets. DH has recently announced to invite a strategic partner to participate in DYH. The transaction is subject to approval by the competent media and antitrust authorities. Berlin, November 19, 2009 Axel Springer Aktiengesellschaft Axel-Springer-StraÃe 65 D-10888 Berlin Investor Relations contact: Claudia Thomé +49 (0)30 2591-77421 claudia.thome@axelspringer.de 19.11.2009 Financial News distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|] --------------------------------------------------------------------------- Language: English Company: Axel Springer AG Axel-Springer-StraÃe 65 10888 Berlin Deutschland Phone: +49 (0)30 2591-77421 Fax: +49 (0)30 2591-77422 E-mail: ir@axelspringer.de Internet: www.axelspringer.de ISIN: DE0005501357, DE0005754238 WKN: 550135, 575423 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, München, Hannover, Düsseldorf, Hamburg, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Axel Springer AG acquires 29 percent stake in Dogan Yayin Holding A.S.
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