Notice of EGM

 
TIDMDMG 
 
 

  SHAREHOLDER LOAN TO MAINLY SUPPORT THE DEVELOPMENT OF NOVEBOX.COM 
 

  NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 
 

  Tel-Aviv, Israel - September 24, 2010 - Dori Media Group Ltd. ("DMG" or the "Company"), the international media company active in the field of television and new media, with a focus on production, distribution, broadcasting and merchandising of Drama and Telenovela, announces that the Company intends to raise funds in the amount of NIS 4.14 million (equal to USD 1.1 million) (the "Principal Loan Amount") by way of a loan from certain shareholders of DMG, including, inter alia, controlling shareholders of DMG (the "Lenders"). The Principal Loan Amount shall be used mainly to support the development of DMG's Novebox.com, the world's first digital platform for video content in Spanish. 
 

  The loan transaction has been approved by the Company's Audit Committee and the Company's Board of Directors and is subject to shareholders' approval at an Extraordinary General Meeting of the Company (the "EGM"), which will be held on Tuesday, November 2, 2010 at 09:30 AM (Israel time), at the registered offices of the Company, located at 2 Raul Wallenberg Street, Tel-Aviv, Israel. 
 

  Copies of the full notice of the EGM have been posted to shareholders, are available at the above registered office and can also be downloaded from Dori Media Group's corporate website: www.dorimedia.com. 
 

  The details of the loan transaction are as follows (and the full details of which will be disclosed at the EGM): 
 
 
    -- The proposed loan will bear interest at 2.5% annually. 
 
    -- The Company shall issue to each Lender a warrant to purchase Ordinary 

       Shares of NIS 0.1 each in the capital of the Company, for an aggregate 

       amount of up to 50% of the respective Principal Loan Amount extended 

       by such Lender, at an exercise price per Ordinary Share of NIS 4.4 

       equal to GBP0.759, being 5 per cent. above the average closing price of 

       the Ordinary Shares on AIM in the 30 day period ending on September 

       19, 2010. The total number of warrants therefore being granted is 

       470,453. The foregoing warrants shall expire at the earlier of (i) the 

       third anniversary of the closing of the loan transaction; or (ii) the 

       closing of an M&A transaction. 
 
    -- Under the terms of the loan, Tamar Mozes Investments Ltd., a Company 

       in which Ms. Tamar Mozes Borovitz (Chairman of the Company) has an 

       indirect interest, will be granted 113,636 warrants. 
 
    -- The loan transaction will be finalized within 5 business days 

       following the approval at the EGM and the outstanding Principal Loan 

       Amount shall become due on the day which is 36 months following the 

       closing of the loan transaction unless early repayment events occur. 
 
    -- Early Repayment Event refer to the following events: (i) the Company 

       or a subsidiary controlled by the Company, raises an amount in cash 

       which is equal to or greater than (a) $US 2,000,000 by way of an 

       equity investment, or (b) $US 5,000,000 by way of new debt (other than 

       thorough loans remitted to the Company from banks and other financial 

       institutions in the ordinary course of business or as part of the 

       Company's credit lines); or (ii) the distribution by the Company of 

       any dividends in cash. 
 
    -- The Company may, at its sole discretion, prepay the outstanding 

       Principal Loan Amount and the interest accrued thereon, or any part 

       thereof, without any penalty or charges. 
 

  Dori Media has been utilizing its free cash flow resources to fund the development of Novebox.com since its inception and the Company is delighted with its performance to date. DMG also has access to other debt facilities but is pursuing a shareholder loan as it provides better value for the Company and all of its shareholders. 
 

  *** 
 

  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/Mark Walter 
Tel: [phone]                 Investor & Media relations 
[e-mail]                  Tel. [phone] 
                                    [e-mail] 
Daniel Stewart & Company 
Paul Shackleton/Oliver Rigby 
Tel. [phone] 
 
 

  Dori Media Group is an international group of media companies, located in Israel, Switzerland, Argentina, The Philippines and the US. The group produces and distributes TV and New Media content, broadcasts various TV channels and operates video-content internet sites. The group owns approximately 5,130 TV hours, more than 5,000 clips of 3 minutes on average, 120 - 9 minute webisodes and around 556 1-5 minute cellular episodes of Telenovelas and daily series that it sells to a wide variety of audiences in more than 120 countries. It owns and operates two telenovela channels, Viva and Viva Platina broadcasted on all Israeli multi-channel platforms and via the co-branded internet site offering telenovelas to Israeli surfers through Walla.com. Dori Media Contenidos produces Spanish daily dramas in Latin America. Dori Media Paran and Dori Media Darset produce top-end series as well as daily dramas for the Israeli and international markets. Dori New Media develops and produces formats specially tailored for the internet and cellular platforms, and realizes new opportunities enabled by the new technologies. Dori Media Spike packages, produces and operates the main movie channels on the Israeli cable TV platform and general entertainment channels on all Israeli TV multi-channel platforms. In Indonesia and Malaysia, the company operates the Televiva Vision 2 channel that is devoted to telenovelas and Baby TV Vision 3 for toddlers, in addition to the Ginx gamers' channel. Ginx is localized and broadcasted to Turkey as well. Novebox operates an ad-based VOD and SVOD commercial internet site targeted at the Hispanic and Latin American audience offering a variety of shows and movies. The group is traded on the London Stock Exchange where its symbol is DMG. 
 

  For more information on Dori Media, visit our corporate website at http://www.dorimedia.com/.