DMG Dori Media

    DORI MEDIA GROUP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

London, May 30, 2006. The Directors of Dori Media Group Ltd. ("DMG" or the
"Company"), the international media company active in the production,
distribution, broadcasting and merchandising of Telenovela, announce that the
Company is today convening an annual general meeting (the "Annual General
Meeting") to be held at the registered offices of the Company, located at 2 Raul
Wallenberg Street, Tel-Aviv, Israel, on Thursday, July 6, 2006 at 09:30 am
(Israeli time) for the following purposes:

1. Presentation and discussion of the Company's financial statements for the
fiscal year ending December 31, 2005, as approved by the Board of Directors of
the Company on February 20, 2006 (Copy of the Company's Annual Report will be
sent to all shareholders of the Company together with this notice of the Annual
General Meeting);

2. Amendment to the Company's existing Articles of Association ("Articles") by
amending Article 38 ("Number of Directors") so as to increase the maximum number
of directors serving on the Company's Board of Directors from 13 directors to 15
directors;

3. Pursuant to Sections 270(4) and 275 of the Israeli Companies Law, 1999 (the
"Companies Law") approval and authorization of an amendment to the Shareholders
Agreement, dated February 20, 2005, among the Company and certain controlling
shareholders of the Company, which amendment will provide for an increase in the
number of directors that Mapal-Eden Telenobles Ltd., a controlling shareholder
of the Company, is entitled to nominate to the Company's Board of Directors,
from 7 directors to 9 directors;

4. Election of directors to the Board of Directors of the Company, who shall
serve until the next Annual General Meeting of the Shareholders of the Company.

Each shareholder who holds at least 1% from the Company's share capital can
propose a candidate for election to the Board of Directors of the Company
provided he advises the Company in writing of the identity of such candidate no
later than on June 29, 2006, 12:00 AM (Israel Time).

5. Report to the Shareholders of the Company regarding the remuneration paid by
the Company to Kost, Forer, Gabbay & Kasierrer (a member of Ernst & Young
Global), the Company's external auditors, for the fiscal year 2005, the
re-appointment of Kost, Forer, Gabbay & Kasierrer as the external auditors of
the Company for the fiscal year 2006 and authorization to the Board of Directors
of the Company to determine the remuneration of such external auditors and the
other terms and conditions of their engagement;

6. Increase in the authorized share capital of the Company of an additional One
Million New Israeli Shekels (NIS 1,000,000) divided into Ten Million Ordinary
Shares, par value NIS 0.1 each, and amendment to the Articles and the Company's
Memorandum of Association to reflect the aforesaid increase in the authorized
share capital of the Company from Three Million New Israeli Shekels (NIS
3,000,000) divided into Thirty Million (30,000,000) Ordinary Shares, par value
NIS 0.1 each to Four Million New Israeli Shekels (NIS 4,000,000) divided into
Forty Million (40,000,000) Ordinary Shares, par value NIS 0.1 each;

7. Pursuant to Sections 270(3) and 273, and Sections 270(4) and 275 of the
Israeli Companies Law, further to the approval by the Board of Directors of the
Company and by the Company's Audit Committee, approval and authorization of the
following: (a) with respect to Mr. Nadav Palti (a director of the Company and a
controlling shareholder) - an increase of NIS 7,500 in the monthly management
fee paid to Nichesei Shderot Jerusalem-Jaffa Ltd. (a company controlled by Mr.
Palti) ("NSJJ"), effective as of July 1, 2006, and the grant of a one-time bonus
to NJSS in the amount of NIS 250,000, (b) with respect to Mr. Yair Nir Dori (a
director of the Company and a controlling shareholder) - an increase to Mr.
Dori's monthly salary which will reflect an increase of NIS 2,500 in the monthly
employer's cost borne by the Company in respect of Mr. Dori's employment,
effective as of July 1, 2006, and the grant of a one-time bonus to Mr. Dori in
the amount of NIS 30,000, and (c) with respect to Ms. Leora Nir (an
office-holder and a controlling shareholder) - an increase of NIS 2,500 in the
monthly management fee paid to Paka Paka Ltd. (a company controlled by Ms. Nir)
("Paka Paka"), effective as of July 1, 2006, and the grant of a one-time bonus
to Paka Paka in the amount of NIS 30,000. The timing of the payment by the
Company of each of the aforesaid bonuses will be determined by the Board of
Directors at its discretion depending on the Company's cash flow.

8. In accordance with Article 18(e) of the Articles, to disapply the pre-emptive
rights provisions set forth in Article 18 of the Articles with respect to the
allotment by the Company of up to 971,129 Ordinary Shares of the Company, NIS
0.1 par value each, which constitute 5% of share capital of the Company as of
the date hereof, by no later than the next Annual General Meeting of the
Shareholders of the Company to be held in 2007. The aforesaid resolution is in
addition to the shareholders' resolution of March 18, 2005, in which it was
resolved to disapply the provisions of Article 18 of the Company's Articles with
respect to: (a) the allotment of securities in connection with a rights issue in
favour of ordinary shareholders where their holdings are proportionate, and (b)
the allotment of securities under the terms of the Company's existing employees'
Share Option Schemes, as may be amended form time to time by the Board of
Directors, or any other share schemes approved by the Company in general meeting
and upon exercise of any option issued by the Company as aforesaid of the
shareholders of the Company.

The record date for the right to participate and vote in the Annual General
Meeting was set by the Board of Directors as May 29, 2006 (the "Record Date").
All Shareholders at the Record Date may participate in the Annual General
Meeting, in person or by proxy, provided that a duly completed proxy form is
received at the Company's Registered Office (for the attention of Mr. Moshe
Pinto) not later than forty-eight hours before the time fixed for the Annual
General Meeting or presented to the chairman of the Annual General Meeting.
Shareholders who attend the Annual General Meeting may revoke their proxies and
vote their shares in person.

Alternatively, in accordance with regulations recently promulgated under the
Israeli Companies Law, all shareholders are entitled to vote on items 3, 4, and
7 above by way of written ballot without attending the Annual General Meeting in
person or appointing a proxy, provided that such written ballot is deposited at
the Company's registered office at least seventy-two hours before the Annual
General Meeting and subject further to the authorization of share ownership as
of the record date and proof of identification as required under the applicable
law. According to Israeli law the written ballot will be sent by the Company to
each Shareholder of the Company who has provided the Company with a mailing
address in Israel. The form of written ballot may be obtained from the Company
by approaching Mr. Moshe Pinto, the Company's Secretary and Chief Financial
Officer, at + 972 3 647-8491, or via email: moshe@dorimedia.com. Any shareholder
who submitted a written ballot may revoke his/hers/its written ballot by
submitting a cancellation notice (the "Cancellation Notice"). The Cancellation
Notice together with sufficient proof as to the identity of such cancelling
shareholder, to the absolute discretion of the Company's Secretary, must be
delivered to the registered office of the Company (for the attention of Mr.
Moshe Pinto) no later than twenty-four hours prior to the Annual General
Meeting. Any such shareholder submitting a Cancellation Notice may only vote by
attending the Annual General Meeting in person or by Proxy.

Joint holders of shares should take note that, pursuant to Article 32(d) of the
Articles of Association of the Company, the vote of the most senior holder of
joint shares who tenders a vote, in person or by proxy, will be accepted to the
exclusion of the vote(s) of the other joint holder(s). For this purpose,
seniority will be determined by the order in which the names stand in the
Company's Register of Members.

If within half an hour from the time set for the Annual General Meeting, a
quorum is not present, the Annual General Meeting shall, in accordance with
Article 27 of the Company's Articles of Association, stand adjourned to the same
day in the next week, at the same time and place.

Copies of the notice of the Annual General Meeting, of the full year 2005
accounts and of the Proxy Statement will be available to the public, free of
charge, from the Company's registered offices, located at 2 Raul Wallenberg
Street, Tel-Aviv, Israel, or from Fladgate Fielder, 25 North Row, London W1K
6DJ, England for at least one month from the date of posting.


For further information on Dori Media Group, please visit our website on 
www.dorimedia.com or contact: 

Dori Media Group Ltd.                                                     Shared Value Limited
Nadav Palti, CEO & President                                              Nicolas Duperrier/Rob Newman
Tel: +972 3 7684000 / +972 54 4236828                                     Investor & Media relations 
info@dorimedia.com                                                        Tel. +44 (0) 20 7321 5010
                                                                          dmg-team@sharedvalue.net 

Dori Media Group is an international entertainment group active in the
production, distribution and broadcasting of Telenovela. The group owns and
sells high-loyalty TV content and branded merchandise attracting a wide variety
of audiences in over 45 countries. In Israel, Dori Media Group owns and operates
the 'Viva' dedicated TV channels and 'Darset Productions Ltd' production
company. Dori Media Group is controlled by Mapal Communications Ltd, one of
Israel's largest communications company. Dori Media Group is publicly traded on
the AIM Market of the London Stock Exchange. The Company's ticker symbol is
"DMG".

Dori Media (LSE:DMG)
Historical Stock Chart
From Jun 2024 to Jul 2024

Dori Media (LSE:DMG)
Historical Stock Chart
From Jul 2023 to Jul 2024