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GENERAL ASSEMBLY INFORMATIVE DOCUMENT

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HÜRRIYET GAZETECILIK VE MATBAACILIK A.S. INFORMATION DOCUMENT OF THE ORDINARY GENERAL MEETING RELATED TO THE ACTIVITIES OF THE YEAR 2010, TO BE HELD ON APRIL 20, 2011
(APRIL 20, 2011)
AGENDA
1. Selection of Presidential Board.

Ground :

The president and its board (Presidential Board), who shall govern the general meeting shall be appointed in accordance with the provisions of the Turkish Commercial Code (TCC) as well as the Regulations of the Ministry of Industry and Trade.


2. Authorisation of the Presidential Board to sign the minutes of the meeting.


Ground :

The General Meeting shall authorize the Presidential Board to record the decisions, which are adopted in the general meeting, in the minutes in accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade.


3.Reading, discussing and approval of the Activity Report of the Board of Directors for the fiscal term Jan.01, 2010-Dec.31, 2010, the Company's Auditor's Report, Opinion of the Independent External Audit Establishment, Financial Report, balance sheet and Income Statement.


Ground :

The Activity Report of the Board of Directors, the Report of the Audit Board and the Independent Audit Report of the fiscal period Jan.01, 2010-Dec.31, 2010 shall be read in the general meeting.
The said reports shall be opened for comments and voted separately. The Board of Directors' activity report for 2010, the Audit Board's and Independent Audit reports are available at the Company's head offices and the Company's website. www.hurriyetkurumsal.com


4. Release of Members of the Board of Directors and the Company's Auditors due to their activities, transactions and accounts of the fiscal term Jan.01, 2010-Dec.31, 2010


Ground :

The release of the Board of Directors and the Company Auditors for the activities, transactions and accounts of the year 2010 in accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade shall be presented to the approval of the general meeting


5. Discussion and settlement of the Board's proposal not to realize any profit distribution for the fiscal term Jan.1, 2010-Dec.31,2010.


Ground :

Our Board of Directors, having convened on March 28, 2011, has adopted the following resolutions:

* Since it has been seen that according to our Company's consolidated financial statements of the fiscal term Jan.1, 2010 - Dec.31, 2010, which have been prepared in conformity with the International Accounting and International Financial Reporting Standards, under the provisions of the Communiqué Serial no.

XI No.29 of the Capital Markets Board, and the presentation principles of which have been determined pursuant to the relevant decisions of the Capital Markets Board, and which have undergone independent audit; taking into consideration the "period's tax expense", "deferred tax income" as well as the minority interests together, a "Consolidated Net Term Profit" amounting to 40.079.404,-TL has occured, our shareholders shall be informed that there cannot be realized any profit distribution related to the fiscal term 2010, in the scope of the arrangements of the Capital Markets Board related to profit distribution, and this matter shall be presented to the approval of the General Meeting.


* It shall be determined that, in our financial records kept in the framework of the Turkish Commercial Code and the Tax Procedure Law, the term profit consists of 30.800.152,-TL, that upon having deducted the corporate tax payable from this amount the net term profit amounts to 18.387.447,-TL, and it shall be presented to the approval of the General Meeting that, upon having made provision for the "I. Series Statutory Reserves" pursuant to article 466/1 of the Turkish Commercial Code from this amount, the remaining amount of 17.468.075,-TL shall be carried over to the extraordinary reserve fund.


6. Selection of members of the Board of Directors who will perform duty until the ordinary general meeting where the activities and accounts of the fiscal term Jan.01, 2011-Dec.31, 2011 shall be discussed.


Ground :

Pursuant to the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, the general meeting shall determine the number of members of the Board of Directors and the suggested candidates shall be presented to the approval of the General Meeting. The curriculum vitae information related to the Board of Directors' candidates shall be presented to the shareholders participating in the General Meeting.Particulars related to the election of the Board of Directors: Pursuant to Article 13 of the Articles of Incorporation it is essential that the Board of Directors consists of 6 to 9 members.

It is compulsory that at least 1/3 of the members consist of independent members in accordance with the Corporate Governance Principles of the Capital Markets Board. In addition, the minimum qualifications of members to be elected have been determined by the Company's Articles of Incorporation. Accordingly: " it is essential that the members of the Board of Directors are elected from persons, who have basic knowledge about the legal principles arranging the transactions and disposals of the Company's fielt of activity, who are skilled and experienced in Corporate management, who are capable of considering at length financial statements and reports and who preferably have undergone higher education." The Board members are elected to officiate for a maximum of three years.

A member, whose commissional period has expired, may be reelected. The General Meeting may, if considered necessary by the latter, replace the Board members any time.


7. Selection of members of the Company's Auditors to perform their duty until the ordinary general meeting where the activities and accounts of the fiscal term Jan.01, 2011-Dec.31, 2011 shall be discussed.


Ground :

In accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, auditors shall be determined to fulfill the Company's internal audit activity and shall be presented to the approval of the participants. Pursuant to Article 23 of the Company's Articles of Incorporation, the General Meeting shall appoint at least two auditors from among the shareholders or from outside. The auditors shall be appointed to officiate for maximum three years. If the commissional period has not been clearly stated in the election decision of the General Meeting, the election shall be considered to be made for one year. The auditor, whose commissional period has expired, may be reelected.


8. Discussion and decision making about remunerations payable to the members of the Board of Directors and the Company's Auditors for the fiscal term 2011.


Ground :

In accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, the remunerations payable to the Board of Directors' and the Audit Board members shall be determined and presented to the approval of the participants.
While determining the remuneration to be established by the General Meeting for the Board of Directors' Chairman, Vice-Chairman and members, the time to be spent by the persons to fulfill the preparations and duties during, before and after the meetings, and the remuneration paid to the committee members as well as the Executive Committee shall be taken into consideration. Besides, the General Meeting shall decide whether or not an attendance fee shall be paid to the participants and, if yes, the respective amount shall be determined. Whether or not any remuneration shall be paid to the committee president and members, who are not members of the Board of Directors, and, if yes, the respective amounts and conditions, the decision to form the relevant commitee, shall be determined by the Board of Directors (Articles of Incorporation Article 22). A monthly or annual remuneration determined by the General Meeting shall be paid to the Auditors (Articles of Incorporation Article 25).


9.In the framework of article 38 of the Company's Articles of Incorporation, the discussion and decision making on the authorization of the Board of Directors regarding the distribution of dividend advances, provided that these are limited to the year 2011, in accordance with the Capital Markets Legislation.


Ground :

Articles of Incorporation Article 38 : "The amount remaining after the deduction of all kind of expenses, which have been paid by the Company and which have to be assessed, the amortizations, premiums and bonuses paid, as well as their provisions, taxes and financial liabilities falling to the company's corporate body, from the Company's revenues at the end of the fiscal period, forms the net profit. After;
- accumulated losses, if any,

- any amounts considered appropriate in the framework of the Capital Markets Board arrangements are deducted from the net profit,

- according to the provisions of the Turkish Commercial Code 5% and the legal reserves as foreseen by other regulations,

- first dividend to the amount and ratio as established by the Capital Markets Board shall be set aside.

Taking also into consideration the principles of the Company's profit distribution policy, the General Meeting shall be authorized to decide on setting aside the remainder balance partially or fully as extraordinary reserves or on its distribution.

One tenth of the amount found after deducting a profit share amount of 5% of the issued capital from the part, which has been decided to be distributed to the shareholders as well as the profit sharing persons, shall be set aside as second series legal reserves
pursuant to the provision of article 466 subparagraph 2 clause 3 of the Turkish Commercial Code.

The decision to set aside any other reserve fund, to transfer profit to the next year and to distribute any profit share to preferred stock holders, to profit sharing, founders and ordinary redeemed share holders, Board members as well as officers, employees and workers, to foundations stated in article 3 of the present Articles of Incorporation and any persons and/or establishments such as these, may not be adopted unless the reserve fund, which has to be provided for, has been set aside pursuant to the provision of law, unless the first profit share determined for shareholders in the Articles of Incorporation has been distributed in cash and/or by issuing new shares.

The profit share shall be distributed equally to all of the shares existing as per the fiscal period without taking into consideration their dates of issue and acquisition.

The Board of Directors may distribute profit share advances under the condition of having been authorized by the General Meeting and of complying with the arrangements of the Capital Markets Board related to the matter and of article 15 of the Capital Markets Law.

The profit share advance distribution power granted to the Board of Directors by the General Meeting is limited by the year in which this power has been granted. The granting of an additional profit sharing advance and/or distribution of profit share may not be decided upon uness the profit share advances of the previous year have been fully set-off."


10.In the framework of arrangements of Capital Markets Legislation and the Capital Markets Board, the discussion and decision making about approval of the Independent Audit Establishment selected by the Board of Directors.



Ground :

Our Board of Directors has decided on the presentation of commissioning of the DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as independent audit firm, in accordance with the provisions of the "Communiqué on Independent Audit Standards of the Capital Market" Serial: X, No:22 of the Capital Markets Board (CMB) as well as the Resolutions of the CMB in this matter, for the independent audit of our company's financial statements of the intermediate fiscal term Jan 01, 2011-June 30, 2011 and our annual financial statements of the term Jan 01, 2011-Dec.31, 2011, shall be presented to the approval of our shareholders during the Ordinary General Meeting to be held.


11.In the framework of the 30th article of the Articles of Incorporation of the Company, discussion and decision making on the authorisation of the Board of Directors with respect to the points of the change of shares, capability of acquiring and/or selling assets at the value that exceeds 10% of Company's total assets at a time, their leasebility, hiring out; extending aid and charitable contribution in any amount exceeding 1% of the Company Assets, giving collaterals (mortgage, guaranty, pledge, security, etc.) in favour of third persons up to 50% of the total assets in the last balance sheet made public, until the ordinary general meeting where the activities and accounts of the fiscal term Jan.01, 2011-Dec.31, 2011 shall be discussed.


Ground :

Articles of Incorporation Article 30: "The General Meeting shall execute the powers granted to it by the Capital Markets Law and the other regulations and fulfills the duties assigned.


If the General Meeting has not disposed of otherwise, the share exchange; the acquisition and/or sale of assets at a value exceeding 10% of the company's assets at a time, their hiring or letting for hire;

the total of contributions and donations made within a fiscal period under the terms and conditions stated in article 3 of the Articles of Incorporation exceeding 1% of the company's assets, as well as the total of securities, such as mortgages, sureties, pledges, guarantees given in favour of third persons within a fiscal period, exceeding 25% of the total assets in the last balance sheet made public (their exceeding 50% for the non-cash loans of banks) is just possible by a decision to be passed by the General Meeting in this respect.

In case it is necessitated by the Company's activities, the General Meeting may authorize the Board of Directors in these matters before, by increasing the above mentioned rates."


12.In the framework of the 12th article of the Articles of Incorporation of the Company, discussion and decision making on the authorization of the Board of Directors regarding the issuing of Capital Market Instruments (including warrant), which denote indebtedness until any amount permitted by the Turkish Commercial Code, the Capital Markets Law, the Capital Market Legislation, and other relevant regulations with the permission of Capital Markets Board, as well as the establishment of issuing times and conditions, until the ordinary general meeting where the activities and accounts of the fiscal term Jan.01, 2011-Dec.31, 2011 shall be discussed.


Ground :

Articles of Incorporation Article 12 :" The Company may issue all kind of securities, commercial papers, profit sharing redeemed shares, profit and loss sharing certificates as well as other securities to be accepted by the Capital Markets Board, capital market instruments and valuable papers, in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law, the Communiqués of the Capital Markets Board and other current regulations, to be sold to natural persons and corporate bodies domestically and/on abroad.

The capital market instruments and other securities as well as valuable papers in the framework of this article may be issued by the decision of the Board of Directors in case this is legitimate according to the provisions of the Turkish Commercial Code and the Capital Market Law; whereas for those, the issue of which depends on the decision of the General Meeting, the General Meeting may leave the establishment of the issuing time and conditions to the Board of Directors."


13.Authorization of the Members of the Board of Directors in order to perform the tasks stated in the 334th and 335th articles of the Turkish Commercial Code and 14th article of the Company's Articles of Incorporation.


Ground :

The granting of authorization and permissions for realizing transactions and capability of competition with the Company of the members of the Board of Directors included in the articles 334 and 335 of the Turkish Commercial Code, shall be presented to approval.

Pursuant to article 334 and 335 of the Turkish Commercial Code, the Board members' ability to compete and realize business transactions with the company is just possible with the permission of the General Meeting.

The capability of Board members to perform this kind of transactions shall be presented to the approval of the General Meeting.


14.. Without being presented to the approval of and decided at the General Meeting; in the framework of the Capital Markets legislation and the relevant arrangements; information and explanations to be made to the Partners regarding the charitable contributions made by the Company to foundations, associations, public bodies and establishments for social aid purposes during the fiscal term Jan.01, 2010-Dec.31, 2010 as well as the provision made for any actions of non-pecuniary damages filed against the Company due to publications, any compensation amounts paid; that benefits have not been obtained by granting any mortgage, pledges and similar guarantees in favour of the company's partners or third persons, procedures in the framework of the 2nd paragraph of 5th article of Comminique with number 41 Serial: IV of Capital Markets Board.


Ground :

Pursuant to the provision of the resolution no. 29/666 dated June 5, 2003 of the Capital Markets Board, the donations made during the year are presented to the knowledge of the general meeting. This item is not presented to voting, but is just included in the agenda to inform the General Meeting.
The amount of the donations made by the Company to various foundations and associations to the benefit of the public in 2010 is 1.902.382 TL. (727.777 TL in 2009).

As per December 31, 2010, provision amounting to 2.304.792 TL (2009: 2.393.095 TL) has been made for actions of non-pecuniary damages. Whereas, the amount of non-pecuniary damages paid by the Company in 2010 is 358.825 TL'dir (2009: 572.940 TL).

Since it has been foreseen that the paper purchases of Hürriyet Gazetecilik ve Matbaacılık A.Ş. and its subsidiary Doğan Ofset Yayıncılık ve Matbaacılık A.Ş. from the affiliated companies Doğan Dış Ticaret ve Mümessillik A.Ş. and Işıl Ithalat ve Ihracat Mümessillik A.Ş. shall be in the framework of the Capital Markets Board's Communiqué with the serial: IV, No: 41 (Communiqué) in 2011, the said transactions has undergone the valuation procedure by Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. in the framework of the same Communiqué and the Capital Market Board. Accorrding to the Valuation Report prepared; the opinion has been reached at that the said affiliated party's transactions are fair and reasonable in the framework of the market conditions.

The security/pledge/mortgage ("SPM") amount given by the Company as per December 31, 2010 amounts to 15.773.288 TL (154.673.231 TL in 2009).

By the resolution of the Company's Board of Directors number 2009/10 dated May 4, 2009; the text of "Information Policy" revised in the framework of the Capital Markets Board's Communiqué with the Serial: VIII, No: 54 is available at the Company's website. www.hurriyetkurumsal.com

15 Wishes.


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HÜRRIYET GAZETECILIK VE MATBAACILIK A.S.
INFORMATION DOCUMENT OF THE ORDINARY GENERAL MEETING RELATED TO THE ACTIVITIES OF THE YEAR 2009, TO BE HELD ON MAY 26, 2010

(May 26, 2010, at 11:00 a.m.)
Our Company’s ordinary general meeting during which our company’s activities and accounts of the year 2009 shall be discussed, shall be held on May 26, 2010 at 11:00 a.m. at the address Hürriyet Medya Towers, Gunesli/Istanbul.
Our esteemed partners who would like to participate in the General Meeting and who have  dematerialized their shares before the Central Registry Agency (CRA) have to follow their general meeting blockage procedure that is determined by the CRA and it is mandatory that they have to enter their names in the “General Meeting Blockage List” until Monday, May 24, 2010 at 5:00 p.m. the latest. Our partners who fail to present the “general meeting blockage letter”, which shall be given to our partners having been registered in the “General Meeting Blockage List”, to the officers prior to the General Meeting, shall not be entitled to execute their right to vote and speak at the meeting.

As it was determined in the General Letter of CRA number 294, in accordance with the provision of the Provisional Clause 6 of the Capital Market Law, it will be possible only for our partners, who have dematerialized their shares and who have presented  the “general meeting blockage letter” before the General Meeting, to participate in the General Meeting and to
execute their partnership rights.  

If our partners cannot participate in the meeting in person, they shall arrange their proxies in conformity with the following example, and they shall also fulfill the other matters foreseen in the Communiqué of the Capital Markets Board with the Series:IV No:8,  and submit them with their signatures certified by a notary public.  

The Board of Directors’ Activity Report, Financial Statements and Footnotes (Financial Report), the Opinion of the Independent External Audit Establishment, the Company’s Auditor’s Report, Concise Report of Continuity and Prevalence Transactions, as well as the Proposal About Profit Distribution of the fiscal term 01.01.2009-31.12.2009, shall be made available to be reviewed by our partners at the Company’s head offices from the date of May 4, 2010. Along with the abovementioned documents, the ‘General Meeting Information Document’, ‘Procedure of Participation in the General Meeting’ and the proxy form shall be available in our Company’s website www.hurriyetkurumsal.com as from the same date.

Our explanations related to the agenda of the General Meeting are as follows;

AGENDA
1. Selection of Presidential Board.



Ground :

The president and its board (Presidential Board), who shall govern the general meeting shall be appointed in accordance with the provisions of the Turkish Commercial Code (TCC) as well as the Regulations of the Ministry of Industry and Trade. 


2. Authorisation of the Presidential Board to sign the minutes of the meeting.


Ground :

The General Meeting shall authorize the Presidential Board to record the decisions, which are adopted in the general meeting, in the minutes in accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade.


3. Reading, discussing and approval of the Activity Report of the Board of Directors for the fiscal term 01.01.2009–31.12.2009, the Company’s Auditor’s Report, Opinion of the Independent External Audit Establishment,  Financial Report, balance sheet and Income Statement.

Ground :

The Activity Report of the Board of Directors, the Report of the Audit Board and the Independen Audit Report of the fiscal period 01.01.2009-31.12.2009 shall be read in the general meeting. The said reports shall be opened for comments and voted separately. The Board of Directors’ activity report for 2009, the Audit  Board’s and Independent Audit reports are available at the Company’s head offices and the Company’s website.  www.hurriyetkurumsal.com



4. Release of Members of the Board of Directors and the Company’s Auditors due to their activities, transactions and  accounts of the fiscal term 01.01.2009-31.12.2009


Ground :

The release of the Board of Directors and the Company Auditors for the activities, transactions and accounts of the year 2009 in accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade shall be presented to the approval of the general meeting. 


5. Presentation to the approval of the General Meeting the circumstances of the amendment of the articles 9, 10, 13, 20, 21, 26, 29 and the Provisional Clause 1 of the Company’s Articles of Incorporation in accordance with the Text of Amendment of the Articles of Incorporation, in the framework of the permissions granted by the Capital Markets Board and the Ministry of Industry and Trade General Directorate for Domestic Trade.
 


Ground :

In order to ensure compliance with the Corporate Governance Principles of the Capital Markets Board, the headings of the items of the amendments made in the Articles of Incorporation;
Articles of Incorporation  Article 9: Registered and Issued Capital
Articles of Incorporation  Article 10 : Assignation of Shares
Articles of Incorporation  Article 13 : Management and Representation of the Company, Board of Directors
Articles of Incorporation  Article 20 : Audit Board
Articles of Incorporation  Article 21 : Corporate Governance Committee
Articles of Incorporation  Article 26 : Independent Audit
Articles of Incorporation  Article 29 : Place of Meeting and Convocation
Articles of Incorporation  Provisional Clause 1 : Combination of the 14th-17th Series of shares representing the Company’s capital.
The Amendment Text of the   Articles of Incorporation is available at the Company’s website. www.hurriyetkurumsal.com


6. Discussion and decision on the proposal of distribution of the profit for the fiscal term 01.01.2009-31.12.2009.  


Ground  :

According to the resolution of our Board of Directors on April 30, 2010 about the Profit distribution of the year 2009;
?  According to consolidated financial statements of the fiscal term Jan.1, 2009 – Dec.31, 2009, which have been prepared in the framework of the provisions of the Communiqué Serial: XI No:29 of the Capital Markets Board and consistent with the International Financial Reporting Standards, the principles of presentation of which have been determined pursuant to the Resolutions of the Capital Markets Board in this matter, which have undergone independent audit; since, considering together the “term’s tax expenditure”, “deferred tax revenue” as well as the minority interest, a “Consolidated Net Term Loss” of 35.079.806,-TL has been seen to have arisen; upon provision to be made for the “II. Series Legal Reserves” amounting to 2.760.000,-TL pursuant to article 466 of the Turkish Commercial Code, a cash profit distribution pro rata 10% of our issued capital and amounting to 55.200.000,-TL of the amount having accumulated in the “profits of the former year” shall be realized and this circumstance shall be presented to the approval of the General Meeting.
?  It shall be determined that in our Company’s fiscal term Jan.1, 2009 – Dec.31, 2009, the “net term profit” in our financial records kept in the framework of the Turkish Commercial Code and the Tax Procedure Law amounts to 53.815.037,-TL; and that upon provision to be made from this amount for “I. Series Legal Reserves” amounting to 1.084.189,-TL and upon deduction of the “loss of former year” amounting to 32.131.261,-TL, the “distributable net term profit” shall be determined as 20.599.588,-TL; upon addition of 37.360.412,-TL, which is in the “extraordinary reserves”, to the “distributable net term profit” and upon provision being made for the “II. Series Legal Reserves” amounting to 2.760.000,-TL pursuant to article 466 of the Turkish Commercial Code from this amount, a cash profit distribution pro rata 10% of our issued capital and amounting to 55.200.000,-TL shall be made and this circumstance shall be presented to the approval of the General Meeting

7. Selection of members of the Board of Directors who will perform duty until the ordinary general meeting where the activities and accounts of the fiscal term 01.01.2010-31.12.2010 shall be discussed.

Ground :

Pursuant to the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, the general meeting shall determine the number of members of the Board of Directors and the suggested candidates shall be presented to the approval of the General Meeting. The curriculum vitae information related to the Board of Directors’ candidates shall be presented to the shareholders participating in the General Meeting. 

Particulars related to the election of the Board of Directors:
Pursuant to  Article 13 of the Articles of Incorporation it is essential that the Board of Directors consists of 6 to 9 members. It is compulsory that at least 1/3 of the members consist of independent members in accordane with the Corporate Governance Principles of the Capital Markets Board. In addition, the minimum qualifications of members to be elected have been determined by the Company’s Articles of Incorporation. Accordingly: " it is essential that the members of the Board of Directors are elected from persons, who have basic knowledge about the legal principles arranging the transactions and disposals of the Company’s fielt of activity, who are skilled and experienced in Corporate management, who are capable of considering at length  financial statements and reports and who preferably have undergone higher education.” The Board members are elected to officiate for a maximum of three years. A member, whose commissional period has expired, may be reelected. The General Meeting may, if considered necessary by the latter, replace the Board members any time. 

8. Selection of members of the Company’s Auditors to perform their duty until the ordinary general meeting where the activities and accounts of the fiscal term 01.01.2010-31.12.2010 shall be discussed.


Ground :

In accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, auditors shall be determined to fulfill the Company’s internal audit activity and shall be presented to the approval of the participants. Pursuant to Article 23 of the Company’s Articles of Incorporation, the General Meeting shall appoint at least two auditors from among the shareholders or from outside.  The auditors shall be appointed to officiate for maximum three years. If the commissional period has not been clearly stated in the election decision of the General Meeting, the election shall be considered to be made for one year. The auditor, whose commissional period has expired, may be reelected.

9. Discussion and decision making about remunerations payable to the members of the Board of Directors and the Company’s Auditors for the fiscal term 2010.


Ground :

In accordance with the provisions of the Turkish Commercial Code as well as the Regulations of the Ministry of Industry and Trade, the remunerations payable to the Board of Directors’ and the Audit Board members shall be determined and presented to the approval of the participants.

While determining the remuneration to be established by the General Meeting for the Board of Directors’ Chairman, Vice-Chairman and members, the time to be spent by the persons to fulfill the preparations and duties during, before and after the meetings, and the remuneration paid to the committee members as well as the Executive Committee shall be taken into consideration. Besides, the General Meeting shall decide whether or not an attendance fee shall be paid to the participants and, if yes, the respective amount shall be determined. Whether or not any remuneration shall be paid to the committee president and members, who are not members of the Board of Directors, and, if yes, the respective amounts and conditions, the decision to form the relevant commitee, shall be determined by the Board of Directors (Articles of Incorporation   Article 22). A monthly or annual remuneration determined by the General Meeting shall be paid to the Auditors (Articles of Incorporation  Article 25).

10. In the framework of article 38 of the Company’s Articles of Incorporation, the discussion and decision making on the authorization of the Board of Directors regarding the distribution of dividend advances, provided that these are limited to the year 2010, in accordance with the Capital Markets Legislation.


Ground:

Articles of Incorporation  Article 38 : "The amount remaining after the deduction of all kind of expenses, which have been paid by the Company and which have to be assessed, the amortizations, premiums and bonuses paid, as well as their provisions, taxes and financial liabilities falling to the company’s corporate body, from the Company’s revenues at the end of the fiscal period, forms the net profit.

After;
- accumulated losses, if any,
- any amounts considered appropriate in the framework of the Capital Markets Board arrangements are deducted from the net profit,
- according to the provisions of the Turkish Commercial Code 5% and the legal reserves as foreseen by other regulations,
- first dividend to the amount and ratio as established by the Capital Markets Board shall be set aside. 
Taking also into consideration the principles of the Company’s profit distribution policy, the General Meeting shall be authorized to decide on setting aside the remainder balance partially or fully as extraordinary reserves or on its distribution. One tenth of the amount found after deducting a profit share amount of 5% of the issued capital from the part, which has been decided to be distributed to the shareholders as well as the profit sharing persons, shall be set aside as second series legal reserves pursuant to the provision of article 466 subparagraph 2 clause 3 of the Turkish Commercial Code.  The decision to set aside any other reserve fund, to transfer profit to the next year and to distribute any profit share to preferred stock holders, to profit sharing, founders and ordinary redeemed share holders, Board members as well as officers, employees and workers, to foundations stated in article 3 of the present Articles of Incorporation and any persons and/or establishments such as these, may not be adopted unless the reserve fund, which has to be provided for, has been set aside pursuant to the provision of law, unless the first profit share determined for shareholders in the Articles of Incorporation has been distributed in cash and/or by issuing new shares.  The profit share shall be distributed equally to all of the shares existing as per the fiscal period without taking into consideration their dates of issue and acquisition. The Board of Directors may distribute profit share advances under the condition of having been authorized by the General Meeting and of complying with the arrangements of the Capital Markets Board related to the matter and of article 15 of the Capital Markets Law. The profit share advance distribution power granted to the Board of Directors by the General Meeting is limited by the year in which this power has been granted. The granting of an additional profit sharing advance and/or distribution of profit share may not be decided upon unless the profit share advances of the previous year have been fully set-off.” 

11. In the framework of arrangements of Capital Markets Legislation and the Capital Markets Board, the discussion and decision making about approval of the Independent Audit Establishment selected by the Board of Directors and the Independent Audit Contract.


Ground:

Our Board of Directors has decided on the presentation of commissioning of the DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as independent audit firm, for the independent audit of our Company’s annual financial statements of the fiscal period 01.01.2010-31.12.2010 and the intermediate fiscal term 01.01.2010-30.06.2010, in accordance with the provisions of the “Communiqué on Independent Audit Standards on the Capital Market” with the Serial: X, No: 22 of the Capital Markets Board (CMB) and the decisions of the Capital Markets Board related to the matter, to the approval of our shareholders during the ordinary general meeting to be held.  

12. In the framework of the 30th article of the Articles of Incorporation of the Company,  discussion and decision making on the authorisation of the Board of Directors with respect to the points of the change of shares, capability of acquiring and/or selling assets at the value that exceeds 10% of Company’s total assets at a time, their leasability, hiring out; extending aid and charitable contribution in any amount exceeding 1% of the  Company Assets, giving collaterals (mortgage, guaranty, pledge, security, etc.) in favour of third persns up to 50% of the total assets in the last balance sheet made public, until the ordinary general meeting where the activities and accounts of the fiscal term 01.01.2010-31.12.2010 shall be discussed.


Ground:

Articles of Incorporation   Article 30: "The General Meeting shall execute the powers granted to it by the Capital Markets Law and the other regulations and fulfills the duties assigned. If the General Meeting has not disposed of otherwise, the share exchange; the acquisition and/or sale of assets at a value exceeding 10% of the company’s assets at a time, their hiring or letting for hire; the total of contributions and donations made within a fiscal period under the terms and conditions stated in article 3 of the Articles of Incorporation exceeding 1% of the company’s assets, as well as the total of securities, such as mortgages, sureties, pledges, guarantees given in favour of third persons within a fiscal period, exceeding 25% of the total assets in the last balance sheet made public (their exceeding 50% for the non-cash loans of banks)   is just possible by a decision to be passed by the General Meeting in this respect. In case it is necessitated by the Company’s activities, the General Meeting may authorize the Board of Directors in these matters before, by increasing the above mentioned rates.”

13. In the framework of the 12th article of the Articles of Incorporation of the Company, discussion and decision making on the authorization of the Board of Directors regarding the issuing of Capital Market Instruments (including warrant), which denote indebtedness until any amount permitted by the Turkish Commercial Code, the Capital Markets Law, the Capital Market Legislation, and other relevant regulations with the permission of Capital Markets Board, as well as the establishment of  issuing times and conditions, until the ordinary general meeting where the activities and accounts of the fiscal term 01.01.2010-31.12.2010 shall be discussed


Ground:

Articles of Incorporation  Article 12 :" The Company may issue all kind of securities, commercial papers, profit sharing redeemed shares, profit and loss sharing certificates as well as other securities to be accepted by the Capital Markets Board, capital market instruments and valuable papers, in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law, the Communiqués of the Capital Markets Board and other current regulations, to be sold to natural persons and corporate bodies domestically and/on abroad. The capital market instruments and other securities as well as valuable papers in the framework of this article may be issued by the decision of the Board of Directors in case this is legitimate according to the provisions of the Turkish Commercial Code and the Capital Market Law;  whereas for those, the issue of which depends on the decision of the General Meeting, the General Meeting may leave the establishment of the issuing time and conditions to the Board of Directors.”

14. Authorization of the Members of the Board of Directors in order to perform the tasks stated in the 334th and 335th articles of the Turkish Commercial  Code and 14th article of the Company’s Articles of Incorporation.


Ground:

The granting of authorization and permissions for realizing transactions and capability of competition with the Company of the members of the Board of Directors included in the articles 334 and 335 of the Turkish Commercial Code, shall be presented to approval. Pursuant to article 334 and 335 of the Turkish Commercial Code, the Board members’ ability to compete and realize business transactions with the company is just possible with the permission of the General Meeting. The capability of Board members to perform this kind of transactions shall be presented to the approval of the General Meeting. 

15. Without being presented to the approval of and decided at the General Meeting; in the framework of the Capital Markets legislaton and the relevant arrangements; information and explanations to be made to the Partners regarding the charitable contributions made by the Company to foundations, associations, public bodies and establishments for social aid purposes during the fiscal term 01.01.2009-31.12.2009 as well as the provision made for any actions of non-pecuniary damages filed against the Company due to publications, any compensation amounts paid; that benefits have not been obtained by granting any mortgage, pledges and similar guarantees in favour of the company’s partners or third persons, procedures  in the framework of the 2nd paragraph of 5th article of Comminique with number 41 Serial:IV of Capital Markets Board, as well as on the profit distribution policy of the Company related to the year 2010 and the subsequent years, and also in the other matters stated by the Capital Markets Board.


Ground:

Pursuant to the provision of the resolution no. 29/666 dated June 5, 2003 of the Capital Markets Board, the donations made during the year are presented to the knowledge of the general meeting. This item is not presented to voting, but is just included in the agenda to inform the General Meeting. 

The amount of the donations made by the Company to various foundations and associations to the benefit of the public in 2009 is 727.777 TL. (985.315 TL in 2008).

As per December 31, 2009, provision amounting to 2.393.095 TL (2008: 2.172.814 TL) has been made for actions of non-pecuniary damages. Whereas, the amount of non-pecuniary damages paid by the Company in 2009 is 572.940 TL'dir (2008: 252.527 TL).

Since it has been foreseen that the paper purchases of Hürriyet Gazetecilik ve Matbaacılık A.Ş. and its subsidiary Doğan Ofset Yayıncılık ve Matbaacılık A.Ş. from the affiliated companies Doğan Dış Ticaret ve Mümessillik A.Ş. and Işıl Ithalat ve Ihracat Mümessillik A.Ş. shall be in the framework of the Capital Markets Board’s Communiqué with the serial: IV, No: 41 (Communiqué) in 2010, the said transactions has undergone the valuation procedure by Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. in the framework of the same Communiqué and the Capital Market Board. Accorrding to the Valuation Report prepared; the opinion has been reached at that the said affiliated party’s transactions are fair and reasonable in the framework of the market conditions. The security/pledge/mortgage (“SPM”) amount given by the Company as per December 31, 2009 amounts to  154.673.231 TL (216.932.575 TL in 2008).

In accordance with the Principle Resolution of the Capital Markets Board dated January 27, 2006 and the Corporate Governance Principles, it is essential that the companies disclose their profit distribution policies to the public. Information on the profit distribution policy shall be presented to the associates during the General Meeting. 

By the resolution of the Company’s Board of Directors number 2009/10 dated May 4, 2009; the text of “Information Policy” revised in the framework of the Capital Markets Board’s Communiqué with the Serial: VIII, No: 54 is available at the Company’s website. (www.hurriyetkurumsal.com)

16 Wishes.


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HÜRRİYET GAZETECİLİK VE MATBAACILIK A.Ş.
GENERAL ASSEMBLY INFORMATIVE DOCUMENT


1. The election of the Presidency Council
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the president and the council to direct the General Assembly will be elected.

2. Giving authority to the Presidency Council to sign the minutes of the meeting
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, for the arranging the reports of the decisions taken in the general assembly the authorisation will be given to the Presidency Council.

3. To read, to discuss and to approve the Board of Directors Activity Report, the Company Auditing Board and Independent Auditing Reports and the Financial Statements and the footnotes for the accounting period
1st January 2008 – 31st December 2008.
The Board of Directors Activity Report, the Auditing Board and Independent Auditing Reports for the accounting period 1st January 2008 – 31st December 2008 will be read in the general assembly. The reports will be open to discuss and will be voted separately. The Board of Directors 2008 Activity Report, the Auditing Board and Independent Auditing Reports can be obtained from the company headquarter and through the company web site (www.hurriyetkurumsal.com).

4. To acquit the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2008.
The acquit of the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2008, according to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation will be presented to the approval of the general assembly.

5. To discuss and to make a decision for the offer of the board of directors for the profit distribution of the 2008 accounting period.
With the decision taken on the 10th April 2009 by the company board of directors related to the profit distribution of the year 2008, it has been decided to; According to consolidated financial statements belongs to 2008 accounting period that is checked by independent audit, the presentation rules that determined in accordance with Decision of Capital Markets Board (SPK) dated 17th April 2008 and with number 11/467 that is arranged in harmony with International Financial Reporting Standards and inclusive of the provisions of Communique of SPK (Capital Markets Board) Serie:XI No:29; when "fiscal charge for the period" "deferred tax revenue" and minority interest" are considered all in one, it was understood that "Consolidated Net Loss for the Period" of 38.093.867 TL was formed, it was decided by the board of directors to keep shareholders advised of no any distribution of dividend regarding accounting period of 2008 within arrangements regarding profit sharing of SPK(Capital Markets Board) and this respect to present for approval of General Assembly; also keep shareholders advised of loss for the period of 32.131.261 TL was formed according to financial records kept, within the scope Turkish Commercial Code and Tax Procedure Law.

6. The election of the members of the Board of Directors for the 2009 accounting period.
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the general assembly will determine the number of the member of the board of the directors and the suggested candidates will be presented to the approval of the General Assembly. The C.V. of the Board of Directors candidates will be presented to the partners attending the General Assembly.
The conditions related to the election of the Board of Directors:
According to the 13th article of the Articles of Association, it is essential the board of directors having 6 to 9 members. Minimum 1/3 of the members must be from the independent members according to the SPK (Capital Markets Board) Institutional Management Principles. Also the regarding to the elected members, the minimum specifications have been stated in the Company Articles of Association. According to this: "It is essential to choose the members of the board of directors having the main information related to the legal principles arranging the transactions and processes of the company’s activities; they must have company management qualification and be expert and have ability to analyse the financial tables and the reports; preferentially they are graduated from university." The members of the board of directors are elected to work for maximum three years period. The member expiring its period can be re-elected. If it is found necessary, the General Assembly can change the members of the Board of Directors at any time.

7. The election of the members of the Auditing Board for the 2009 accounting period.
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the auditors to fulfil the internal auditing activities of the companies will be determined and will be presented to the approval of the participants.
According to the 23rd article of the articles of Association, the General Assembly elects minimum two auditors among share holders or from exterior. The auditors are elected to work for maximum three years period. If their working period is not stated in the election decision of the General Assembly, it is accepted that the election has been made for a year. The auditor expiring its period can be re-elected.

8. To take the decision related to the wages to be paid to the members of the Board of Directors and the Auditing Board for the accounting period 2009.
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the wages to be paid to the members of the Board of Directors and the Auditing Board will be determined and will be presented to the approval of the participants.
In the determination of the wages to be paid to the president, vice president and members of the Board of Directors by the General Assembly, the period they spend before and after the meeting for preparation and for their tasks and the wages given to the committee members along with the president of the Execution Committee are taken into consideration. Also whether attendance share to the participants for every meeting will be paid or not and if it will be paid the amount will be determined by the General Assembly. Whether a wage to the committee president and its members not being a member of the Board of Directors will be paid or not and if it will be paid the decision to arrange a committee related to the amount and the conditions will be determined by the Board of Directors. (Art.22 of Articles of Association). A wage monthly or annually determined by the General Assembly will be paid to the Auditors. (Art.25 of Articles of Association).

9. Within the frame of the Capital Markets Regulation and the arrangements of the Capital Markets Board, to take the decision for the approval of the Independent Auditing Institution elected by the Board of Directors.
According to the 24th article of the announcement Serial: X No: 16 of the Capital Markets Board, the election of the Independent Auditing Institution determined by the Board of Directors will be presented to the approval of the General Assembly.
With the decision dated 27th May 2009 by the Company Board of Directors; within the frame of the related conditions of the Capital Markets Regulation and with the opinion of our Auditing Committee, it has been decided to elect Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (Pricewaterhouse Coopers) as the independent auditing institution our company will work for the 2009 accounting period and to present this point to the approval of the shareholders in the ordinary general assembly made related to the 2008 accounting period.

10. Within the frame of the 30th article of the
Articles of Association of Company, authorisation of the Board of Directors with respect to the points of change of share, acquiring assets at the value that exceeds 10% of Company’s total assets at a time, and/or salability, rentable, lease; subsidise and endowing in quantity that exceeds 1% from Company Assets till as Ordinary Meeting of the General Assembly for to discuss activities of 2009, giving a security (mortgage, security, pledges, guaranty etc) for the benefit of third parties to as much 50% of total assets in the last balance sheet that published to Public.
According to the 30th Art.of the Articles of Association of Company, it has been presented to the information and approval of the general assemply; authorisation of the Board of Directors with respect to the points of change of share, acquiring assets at the value that exceeds 10% of Company’s total assets at a time, and/or salability, rentable, lease; subsidise and endowing in quantity that exceeds 1% from Company Assets till as Ordinary Meeting of the General Assembly for to discuss activities of 2009, giving a security ( mortgage, security, pledges, guaranty etc) for the benefit of third parties to as much 50% of total assets in the last balance sheet that published to Public.

11. Within the frame of the 12th Art. of the Articles
of Association of Company, conferring of power to the Board of Directors about issue Capital Market Means that describe indebtness as much amount allowed by the relevant legislation and Capital Markets Legislation, Capital Markets Law Turkish Commercial Law and by permission of Capital Markets Board and to establish issue conditions.
The 12th article of the Articles of Association:" The company can issue according to the Turkish Trade Law, Capital Markets Board, Capital Markets Board announcements and to the current other regulations, every type of bond, financial bond, participation deed, profit loss partnership document and the other capital values, capital markets tools and documents accepted by the Capital Markets Board to be sold to real persons and legal entities within and/or abroad the country. The capital markets tool and other capital values and documents within the content of this article if convenient to the conditions of the Turkish Trade Law and the Capital Markets Board, they can be exported with the decision of the Board of the Directors; in cases where the exportation depends to the decision of the General Assembly, the determination of the time and conditions related to the decision of the General Assembly can be left to the Board of Directors."

12. Furnish with authority to Members of the Board of Directors in order to make affairs that are counted in 334th and 335th articles of Turkish Trade Code and 14th article of the Articles of Association.
The authorisation and permission of the members of the board of directors to realise transactions and to compete with the company stated in the 334th and 335th articles of the Turkish Trade Law will be presented to the approval. According to the 334th and 335th articles of the Turkish Trade Law, the members of the Board of Directors to compete with the company and to make trade transactions can only be possible with the permission of the General Assembly. The condition of the members of the Board of Directors to realise these types of actions will be presented to the approval of the General Assembly.

13. To submit Company distribution of profit policy for information of General Assembly.
With the principle decision of the Capital Markets Board dated 27th January 2006 and according to the Institutional Management Principles, it is essential for the companies to announce to the public their profit distribution policies. Information related to the profit distribution policy will be presented to the partners in the General Assembly.

14. To present to the company partners the related aids and charities made to the associations, foundations, and public institutions for social aid purposes and the share allocated to the immaterial compensation trials against the company deriving from the broadcasting and the compensations paid and other related subjects for the account period 1st January 2008 – 31st December 2008.
According to the condition of the Capital Market board dated 5th June 2003 with the number 29/666, the charities made within the year are presented to the information of the general assembly. This article is not presented to be voted but it is on the agenda just to inform the General Assembly. The amount of the charities the company has made to various associations, foundations for the public aid in 2008 is 985.315 TL. The amount allocated for the immaterial compensation trials of the company is 2.172.814 YTL (2007: 2.085.258 YTL). The company has paid in 2008 for immaterial compensation 252.527 TL (2007: 331.188 TL).

15. The point of completion of II.nd arrangement legal reserve funds that is reserved missing in distribution of profit for 2005 will be submitted for Partner’s information.
The difference of TL 406.354 that is arising from faulty calculating of II.nd arrangement legal reserve amount of 2005 was taken from extraordinary reserves account in 2008 in accordance with the letters of 03.12.2007 numbered B.02.1.SPK.0.13-1845/28610 of Capital Markets Board, and registered to account of II.nd arrangement legal reserves account.

16. Informing of company partners within the frame of 2nd paragraph of 5th article of Comminique with number 41 of Capital Markets Board’s Serie: IV, No:41 that is published in Official Gazette dated 19.03.2008 and with number 26821.
2nd paragraph of 5th article of Comminique of Capital Markets Board’s Serie: IV, No: 41 : "Concerning transactions that widespread and present durability that are assessing treated in the advance of transactions handled with related parties, a report is arranged by valuation establishment at the end of accounting period on whether they meet the requirements or not within the frame of these results with results reached in valuation workings, and summary of this report is submitted to partners before 15 days than yearly general meeting for inspecting, and it is informed to partners in ordinary general meeting about mentioned transactions." In consequence of workings made by valuation establishment, it was reached a conclusion that purchasing paper by Hurriyet Gazetecilik ve Matbaacilik A.S. and affiliate company Dogan Ofset ve Yayincilik ve Matbaacilik A.S. from Dogan Dis Ticaret ve Mumessillik A.S. and Isil Ithalat ve Ihracat Mumessillik A.S. is equal and reasonable within the scope of market conditions. Report that arranged is achieved from Registered office and Company web site. (www.hurriyetkurumsal.com).

17. To submit Information Policy of our Company that is revised within the frame of Communique Serie VIII, No: 54 of Capital Market Board for information of partners.
By decision taken by the Board of Directors dated 04.05.2009 and with number 2009/10; it was decided that Document of Information Policy of that is revised within the frame of Communique Serie VIII, No: 54 of Capital Market Board for information of partners and presented to Board of Directors for approval by opinion of Institution Management Committee to be accepted and to submit to General Assembly for information.
Text of "Information Policy" that is revised within the scope of relevant Communique is achieved from Company’s web site. (www.hurriyetkurumsal.com)

18. Wishes  

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HÜRRİYET GAZETECİLİK VE MATBAACILIK A.Ş.
EXTRAORDINARY ASSEMBLY INFORMATIVE DOCUMENT


AGENDA:

1. Election of Presedential Board.
According to the conditions of the Turkish Commercial Law and the Ministry of Trade Regulation, the president and the council to direct the Extraordinary Assembly will be elected.

2. To delegate the presedential board the right to sign the minutes of meeting.
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, for the arranging the reports of the decisions taken in the Extraordinary Assembly the authorisation will be given to the Presidency Council.

3. In line with Article 30 of our Articles of Incorporation; to delegate the Board of Directors with the right to decide and aprove giving mortgage, pledge, guarantee upto 50% of our asset size for third parties, based on the last balance sheet announced and prepared in accordance with Capital Market Board Regulations, Capital Market Board and Istanbul Stock Exchange applications for the period 01.01.2008-30.09.2008 until the General Assembly to be held to review 2008 results and transactions.

4. Wishes.

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HÜRRİYET GAZETECİLİK VE MATBAACILIK A.Ş.
GENERAL ASSEMBLY INFORMATIVE DOCUMENT 

1. The election of the Presidency Council
According to the conditions of the Turkish Commercial Law and the Ministry of Trade Regulation, the president and the council to direct the General Assembly will be elected.

2. Giving authority to the Presidency Council to sign the minutes of the meeting
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, for the arranging the reports of the decisions taken in the general assembly the authorisation will be given to the Presidency Council.

3. To read, to discuss and to approve the Board of Directors Activity Report, the Company Auditing Board and Independent Auditing Reports and the Financial Tables and the footnotes for the accounting period of the year 2007
The Board of Directors Activity Report, the Auditing Board and Independent Auditing Reports for the accounting period 1st January 2007 – 31st December 2007 will be read in the general assembly. The reports will be open to discuss and will be voted separately.
The Board of Directors 2007 Activity Report, the Auditing Board and Independent Auditing Reports can be obtained from the Company centre and through the Company web site (www.hurriyetkurumsal.com).

4. To acquit the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2007
The acquit of the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2007, according to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation will be presented to the approval of the general assembly.

5. To discuss and to make a decision for the offer of the board of directors for the profit distribution of the 2007 accounting period
With the decision taken on the 1st May 2008 by the company board of directors related to the profit distribution of the year 2007, it has been decided to distribute 50,31% of the net distributable period profit of 77.522.212 YTL (39.000.000 YTL) as gratis shares and to separate the rest 50.393.566 YTL as "extraordinary spare income" and to present for the approval of this point to the Ordinary General Assembly on the 29th May 2008. The gratis profit share distribution of 421.000.000 YTL is 9,26366 % of the issued capital and hence a gratis of 9,26366 Ykr amount will be distributed gratis for each share having nominal value of 1 YTL.
6. The election of the members of the Board of Directors for the 2008 accounting period
According to the conditions of the Turkish Commercial Law and the Ministry of Trade Regulation, the general assembly will determine the number of the member of the board of the directors and the suggested candidates will be presented to the approval of the General Assembly. The C.V. of the Board of Directors candidates will be presented to the partners attending the General Assembly.
The conditions related to the election of the Board of Directors
According to the 13th article of the Articles of Association, it is essential the board of directors having 6 to 9 members. Minimum 1/3 of the members must be from the independent members according to the SPK Institutional Management Principles. Also the regarding to the elected members, the minimum specifications have been stated in the Company Articles of Association. According to this: "It is essential to choose the members of the board of directors having the main information related to the legal principles arranging the transactions and processes of the company’s activities; they must have company management qualification and be expert and have ability to analyse the financial tables and the reports; preferentially they are graduated from university."
The members of the board of directors are elected to work for maximum three years period. The member expiring its period can be re-elected.
If it is found necessary, the General Assembly can change the members of the Board of Directors at any time.

7. The election of the members of the Auditing Board for the 2008 accounting period
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the auditors to fulfil the internal auditing activities of the companies will be determined and will be presented to the approval of the participants.
According to the 23rd article of the articles of Association, the General Assembly elects minimum two auditors among share holders or from exterior. The auditors are elected to work for maximum three years period. If their working period is not stated in the election decision of the General Assembly, it is accepted that the election has been made for a year. The auditor expiring its period can be re-elected.

8. To take the decision related to the wages to be paid to the members of the Board of Directors and the Auditing Board for the accounting period 2008
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the wages to be paid to the members of the Board of Directors and the Auditing Board will be determined and will be presented to the approval of the participants.
In the determination of the wages to be paid to the president, vice president and members of the Board of Directors by the General Assembly, the period they spend before and after the meeting for preparation and for their tasks and the wages given to the committee members along with the president of the Execution Committee are taken into consideration. Also whether attendance share to the participants for every meeting will be paid or not and if it will be paid the amount will be determined by the General Assembly. Whether a wage to the committee president and its members not being a member of the Board of Directors will be paid or not and if it will be paid the decision to arrange a committee related to the amount and the conditions will be determined by the Board of Directors. (Art.22 of Articles of Association).
A wage monthly or annually determined by the General Assembly will be paid to the Auditors. (Art.25 of Articles of Association )

9. Within the frame of the Capital Markets Regulation and the arrangements of the Capital Markets Board, to take the decision for the approval of the Independent Auditing Institution elected by the Board of Directors
According to the 24th article of the announcement Serial: X No: 16 of the Capital Markets Board, the election of the Independent Auditing Institution determined by the Board of Directors will be presented to the approval of the General Assembly.
With the decision dated 1st May 2008 by the Company Board of Directors; within the frame of the related conditions of the Capital Markets Regulation and with the opinion of our Auditing Committee, it has been decided to elect Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (Pricewaterhouse Coopers) as the independent auditing institution our company will work for the 2008 accounting period and to present this point to the approval of the shareholders in the ordinary general assembly made related to the 2007 accounting period.

10. To decide on giving authorisation to the Board of Directors, within the frame of the 30th article of the company main contract, for the share changes, to acquire and/or to sell the values more than 10% of the total actives of the company at once, to rent them, to give aids and donations more than 1 % of the company actives in the accounting period 1st January 2008 – 31st December 2008, the total guarantee such as mortgage, pledge for the benefit of third parties to be more than 25% ( 50% for the non-cash credits of the banks) of the total actives announced to the public in the last balance sheet for the  accounting period 1st January 2008 – 31st December 2008.
The 30th article of the Main Contract: "unless the General Assembly has a contrary decision, the share changes, to acquire and/or to sell the values more than 10% of the total actives of the company at once, to rent them; to give aids and donations more than 1 % of the company actives in an accounting period with the conditions stated in the 3rd article of the main contract; the total guarantee such as mortgage, pledge for the benefit of third parties to be more than 25%(50% for the non-cash credits of the banks) of the total actives announced to the public in the last balance sheet for an  accounting period can only be realised by a positive decision of the General Assembly. In the cases when the company activities require these actions, the General Assembly can authorise the Board of Directors before for these subjects by increasing the above stated ratios."

11. To decide to give authorisation the Board of Directors for the exportation of capital market tool stating the amount of liability explained in the 12th article of the Articles of Association, with the permission of the Capital Markets Board, to the extent permitted by the Turkish Trade Law, Capital Markets Law and additional regulation and for the determination of the exportation conditions
The 12th article of the Articles of Association:" The company can export according to the Turkish Trade Law, Capital Markets Board, Capital Markets Board announcements and to the current other regulations, every type of bond, financial bond, participation deed, profit loss partnership document and the other capital values, capital markets tools and documents accepted by the Capital Markets Board to be sold to real persons and legal entities within and/or abroad the country. The capital markets tool and other capital values and documents within the content of this article if convenient to the conditions of the Turkish Trade Law and the Capital Markets Board, they can be exported with the decision of the Board of the Directors; in cases where the exportation depends to the decision of the General Assembly, the determination of the time and conditions related to the decision of the General Assembly can be left to the Board of Directors."

12. To decide to give authorisation the Board of Directors for the distribution of the profit advance within the frame of the 38th article of the Articles of Association, in convenience to the 15th article of the Capital Markets Law and arrangements related to the subject of the Capital Markets Board
In the 38th article of the Articles of Association the following condition has been stated: "The Board of Directors can distribute profit advance with the authorisation of the General Assembly and in convenience to the 15th article of the Capital Markets Law and arrangements related to the subject of the Capital Markets Board. The distribution of profit share advance authorisation given to the Board of Directors by the General Assembly is limited with the year this authorisation given. Unless the profit share advance of the previous year is totally taken into account (counted), it cannot be decided to give an additional profit share advance and/or to distribute profit share."

13. To give authorisation to the members of the Board of Directors to modify the 14th article of the Articles of Association and to realise the activities stated in the 334th and 335th articles of the Turkish Trade Law
The authorisation and permission of the members of the board of directors to realise transactions and to compete with the company stated in the 334th and 335th articles of the Turkish Trade Law will be presented to the approval. According to the 334th and 335th articles of the Turkish Trade Law, the members of the Board of Directors to compete with the company and to make trade transactions can only be possible with the permission of the General Assembly. The condition of the members of the Board of Directors to realise these types of actions will be presented to the approval of the General Assembly.

14. The presentation of the company profit distribution policy to the general assembly
With the principle decision of the Capital Markets Board dated 27th January 2006 and according to the Institutional Management Principles, it is essential for the companies to announce to the public their profit distribution policies. Information related to the profit distribution policy will be presented to the partners in the General Assembly.

15. To present to the company partners the related aids and charities made to the associations, foundations, and public institutions for social aid purposes and the share allocated to the immaterial compensation trials against the company deriving from the broadcasting and the compensations paid and other related subjects for  the  account period 1st January 2007 – 31st December 2007.
According to the condition of the Capital Market board dated 5th June 2003 with the number 29/666, the charities made within the year are presented to the information of the general assembly. This article is not presented to be voted but it is on the agenda just to inform the General Assembly. The amount of the charities the company has made to various associations, foundations for the public aid in 2007 is 1.820.477 YTL. The amount allocated for the immaterial compensation trials of the company is 1.447.225 YTL and the amount allocated for the tax trials is 479.402 YTL. The immaterial compensation the company has paid in 2007 is 331.188 YTL.

16. The requests  

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HÜRRİYET GAZETECİLİK VE MATBAACILIK A.Ş.
GENERAL ASSEMBLY INFORMATIVE DOCUMENT

1. The election of the Presidency Council
According to the conditions of the Turkish Commercial Law and the Ministry of Trade Regulation, the president and the council to direct the General Assembly will be elected.

2. Giving authority to the Presidency Council to sign the minutes of the meeting
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, for the arranging the reports of the decisions taken in the general assembly the authorisation will be given to the Presidency Council.

3. To read, to discuss and to approve the Board of Directors Activity Report, the Company Auditing Board and Independent Auditing Reports and the Financial Tables and the footnotes for the accounting period of the year 2006
The Board of Directors Activity Report, the Auditing Board and Independent Auditing Reports for the accounting period 1st January 2006 – 31st December 2006 will be read in the general assembly. The reports will be open to discuss and will be voted separately.
The Board of Directors 2006 Activity Report, the Auditing Board and Independent Auditing Reports can be obtained from the Company centre and through the Company web site (www.hurriyetkurumsal.com).

4. To acquit the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2006
The acquit of the members of the Board of Directors and the Auditing Board from the activities, transactions and accounts for the year 2006, according to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation will be presented to the approval of the general assembly.

5. To discuss and to make a decision for the offer of the board of directors for the profit distribution of the 2006 accounting period
With the decision taken on the 17th April 2007 by the company board of directors, related to the profit distribution of the year 2006; in taking into consideration the additional financial burden arising from the purchase of the participation and the arrangements of the SPK (Capital Markets Board) related to the profit distribution, it has been decided to present the decision of not to distribute the net period profit obtained from the 2006 activities and after the separation of the primary reserve to add the remaining to the extraordinary spares to the approval of the general assembly.

6. The election of the members of the Board of Directors for the 2007 accounting period
According to the conditions of the Turkish Commercial Law and the Ministry of Trade Regulation, the general assembly will determine the number of the member of the board of the directors and the suggested candidates will be presented to the approval of the General Assembly. The C.V. of the Board of Directors candidates will be presented to the partners attending the General Assembly.
The conditions related to the election of the Board of Directors
According to the 13th article of the Articles of Association, it is essential the board of directors having 6 to 9 members. Minimum 1/3 of the members must be from the independent members according to the SPK Institutional Management Principles. Also the regarding to the elected members, the minimum specifications have been stated in the Company Articles of Association. According to this: "It is essential to choose the members of the board of directors having the main information related to the legal principles arranging the transactions and processes of the company’s activities; they must have company management qualification and be expert and have ability to analyse the financial tables and the reports; preferentially they are graduated from university."
The members of the board of directors are elected to work for maximum three years period. The member expiring its period can be re-elected.
If it is found necessary, the General Assembly can change the members of the Board of Directors at any time.

7. The election of the members of the Auditing Board for the 2007 accounting period
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the auditors to fulfil the internal auditing activities of the companies will be determined and will be presented to the approval of the participants.
According to the 23rd article of the articles of Association, the General Assembly elects minimum two auditors among share holders or from exterior. The auditors are elected to work for maximum three years period. If their working period is not stated in the election decision of the General Assembly, it is accepted that the election has been made for a year. The auditor expiring its period can be re-elected.

8. To take the decision related to the wages to be paid to the members of the Board of Directors and the Auditing Board for the accounting period 2007
According to the conditions of the Turkish Commercial Law and the Ministry of Industry and Trade Regulation, the wages to be paid to the members of the Board of Directors and the Auditing Board will be determined and will be presented to the approval of the participants.
In the determination of the wages to be paid to the president, vice president and members of the Board of Directors by the General Assembly, the period they spend before and after the meeting for preparation and for their tasks and the wages given to the committee members along with the president of the Execution Committee are taken into consideration. Also whether attendance share to the participants for every meeting will be paid or not and if it will be paid the amount will be determined by the General Assembly. Whether a wage to the committee president and its members not being a member of the Board of Directors will be paid or not and if it will be paid the decision to arrange a committee related to the amount and the conditions will be determined by the Board of Directors. (Art.22 of Articles of Association).
A wage monthly or annually determined by the General Assembly will be paid to the Auditors. (Art.25 of Articles of Association )

9. Within the frame of the Capital Markets Regulation and the arrangements of the Capital Markets Board, to take the decision for the approval of the Independent Auditing Institution elected by the Board of Directors
According to the 24th article of the announcement Serial: X No: 16 of the Capital Markets Board, the election of the Independent Auditing Institution determined by the Board of Directors will be presented to the approval of the General Assembly.
With the decision dated 17th April 2007 by the Company Board of Directors; within the frame of the related conditions of the Capital Markets Regulation and with the opinion of our Auditing Committee, it has been decided to elect Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (Pricewaterhouse Coopers) as the independent auditing institution our company will work for the 2007 accounting period and to present this point to the approval of the shareholders in the ordinary general assembly made related to the 2006 accounting period.

10. To give authorisation to the members of the Board of Directors to modify the 14th article of the Articles of Association and to realise the activities stated in the 334th and 335th articles of the Turkish Trade Law
The authorisation and permission of the members of the board of directors to realise transactions and to compete with the company stated in the 334th and 335th articles of the Turkish Trade Law will be presented to the approval. According to the 334th and 335th articles of the Turkish Trade Law, the members of the Board of Directors to compete with the company and to make trade transactions can only be possible with the permission of the General Assembly. The condition of the members of the Board of Directors to realise these types of actions will be presented to the approval of the General Assembly.

11. To decide to give authorisation the Board of Directors for the exportation of capital market tool stating the amount of liability explained in the 12th article of the Articles of Association, with the permission of the Capital Markets Board, to the extent permitted by the Turkish Trade Law, Capital Markets Law and additional regulation and for the determination of the exportation conditions
The 12th article of the Articles of Association:" The company can export according to the Turkish Trade Law, Capital Markets Board, Capital Markets Board announcements and to the current other regulations, every type of bond, financial bond, participation deed, profit loss partnership document and the other capital values, capital markets tools and documents accepted by the Capital Markets Board to be sold to real persons and legal entities within and/or abroad the country. The capital markets tool and other capital values and documents within the content of this article if convenient to the conditions of the Turkish Trade Law and the Capital Markets Board, they can be exported with the decision of the Board of the Directors; in cases where the exportation depends to the decision of the General Assembly, the determination of the time and conditions related to the decision of the General Assembly can be left to the Board of Directors."

12. To decide to give authorisation the Board of Directors for the distribution of the profit advance within the frame of the 38th article of the Articles of Association, in convenience to the 15th article of the Capital Markets Law and arrangements related to the subject of the Capital Markets Board
In the 38th article of the Articles of Association the following condition has been stated: "The Board of Directors can distribute profit advance with the authorisation of the General Assembly and in convenience to the 15th article of the Capital Markets Law and arrangements related to the subject of the Capital Markets Board. The distribution of profit share advance authorisation given to the Board of Directors by the General Assembly is limited with the year this authorisation given. Unless the profit share advance of the previous year is totally taken into account (counted), it cannot be decided to give an additional profit share advance and/or to distribute profit share."

13. The presentation of the company profit distribution policy to the general assembly
With the principle decision of the Capital Markets Board dated 27th January 2006 and according to the Institutional Management Principles, it is essential for the companies to announce to the public their profit distribution policies. Information related to the profit distribution policy will be presented to the partners in the General Assembly.

14. To present to the information of the company partners the purchase of the Trader Media East Ltd from the London Exchange through volunteer calling method
Through our partner Hürriyet Invest BV addressed in the Netherlands, the calling period related to the Trader Media East Limited (TME) Company having transactions in the London Exchange having its shares GDR (Global Depository Receipt) has ended at the 30th March 2007. At the end of the calling period, it has been officially announced to us that our offer has been accepted of which to TME shareholders having 67,30% of the TME capital with 33.649.091 shares, through using "voluntary calling" method, all the complete 50.000.000 shares with 16 US cent nominal value expressing the capital of Trader Media East Limited (TME) will be bought by offering to each TME shareholder 10,00 USD for each share. Within this content the registration of the Hürriyet Invest BV to the TME share book has been completed.
In return to the purchased shares and paid as "capital advance" to Hürriyet Invest BV 336.490.910 USD has been transferred to the related bank account to be paid to the TME share holders on the 30th March 2007. The mentioned amount paid as capital advance will be added to the paid capital of 18.000 Euro of the Hürriyet Invest BV. It is possible to reach all types of legal documents related to every type of information and calling process can be found through internet http://www.hurriyetkurumsal.com.

15. To present to the company partners the related aids and charities made to the associations, foundations, and public institutions for social aid purposes in the 2006 account period
According to the condition of the Capital Markets board dated 5th June 2003 with the number 29/666, the charities made within the year are presented to the information of the general assembly. This article is not presented to be voted but it is on the agenda just to inform the General Assembly. The amount of the charities the company has made to various associations, foundations for the public aid in 2006 is 3.000.560 YTL.

16. The requests