• Procedure of our Shareholders’ Participation in the Ordinary General Meeting dated April, 20, 2011
  
• Procedure of our Shareholders’ Participation in the Ordinary General Meeting dated May 26, 2010
  
• Procedure For Shareholders' Participation to Extraordinary Assembly Meeting to be held on March 20, 2009
  
• Procedure For Shareholders' Attendance to the General Assembly Meeting for the 2007 Accounting Period
  

Procedure of our Shareholders' Participation in the Ordinary General Meeting dated April, 20, 2011

In accordance with article 27 of our Articles of Incorporation, the general meetings convene at the corporate management center or, upon the decision to be adopted by the Board of Directors, at any other location of the city where the corporate head offices are situated. The time, place and agenda of the General Meeting shall be announced to the shareholders by an announcement to be made in accordance with article 35 of the Articles of Incorporation. The announcement shall include all matters foreseen to be comprised by the announcements in the Corporate Management Principles by the Capital Markets Board (CMB). Our shareholders, who wish to participate in the General Meeting and who have dematerialized their shares with the Central Registry Agency (CRA), have to follow the general meeting blockage procedure determined by the CRA, and have to ensure their registration in the "General Meeting Blockage List" until 5:00 p.m. 2 days before the general meeting the latest. Our shareholders, who fail to submit to the officials the "general meeting blockage letter" to be delivered to our shareholders, who have been registered with the "General Meeting Blockage List", by the CRA, prior to the General Meeting, shall not be able to execute their rights to speak and vote during the meeting. As stated in the General Letter no. 294 of the CRA, pursuant to the provision of the Provisional 6th article of the Capital Market Law, it shall only be possible for those of our shareholders, who have dematerialized their share certificates and submit the "general meeting blockage letter" prior to the General Meeting, to participate in the General Meeting and execute their participating rights.
The time, place and agenda of the General Meeting shall be announced to the shareholders by an announcement to be made in accordance with article 35 of the Articles of Incorporation. The announcement shall include all matters foreseen to be comprised by the announcements in the Corporate Management Principles by the Capital Markets Board (CMB). Our shareholders, who wish to participate in the General Meeting and who have dematerialized their shares with the Central Registry Agency (CRA), have to follow the general meeting blockage procedure determined by the CRA, and have to ensure their registration in the “General Meeting Blockage List” until 5:00 p.m. 2 days before the general meeting the latest.  Our shareholders, who fail to submit to the officials the “general meeting blockage letter” to be delivered to our shareholders, who have been registered with the “General Meeting Blockage List”, by the CRA, prior to the General Meeting, shall not be able to execute their rights to speak and vote during the meeting.
As stated in the General Letter no. 294 of the CRA, pursuant to the provision of the Provisional 6th article of the Capital Market Law, it shall only be possible for those of our shareholders, who have dematerialized their share certificates and submit the “general meeting blockage letter” prior to the General Meeting, to participate in the General Meeting and execute their participating rights.

According to article 35 of our Articles of Incorporation; announcements of the Company shall be made in the newspaper mentioned in article 37 of the Turkish Commercial Code as well as in at least two daily newspapers’ Turkey editions at least 15 days before, taking into consideration the arrangements related to the matter including also the Corporate Management Principles of the Capital Market Law. However, it is compulsory that the announcements related to the General Meetings have been made at least 21 days prior to the date of the meeting.
Announcements to be made by our Company pursuant to the regulation shall also be published in our website.

According to article 33 of the Company’s Articles of Incorporation; during the General Meetings, voting is realized by raising hands. Furthermore, in case of the request of 5% of the shareholders represented in the meeting, it is compulsory to apply secret voting.

Each share represented in person or by proxy during the ordinary and extraordinary General Meetings holds one voting right.
During the General Meetings, the shareholders may let themselves by represented by any proxy being a shareholder or not.

If the usufruct right and right of disposal of a share is held by different persons, they shall come to an agreement among themselves and may let themselves be represented in the manner they consider appropriate. In case they fail to come to an agreement, the right to participate in the General Meetings and to vote shall be executed by the beneficial owner.
The Capital Markets Board’s arrangements related to voting by proxy shall be complied with. Our shareholders, who shall not be able to participate in the meeting in person, have to issue their proxy in conformity with the below given form and, after having also fulfilled the other matters foreseen in the Communique Serial:IV No:8 of the Capital Markets Board, published in the Official Gazette number 21872 dated March 9, 1994, have to submit it, the signature being notarially certified.

PROXY
TO PRESIDENCY OF THE BOARD OF DIRECTORS
OF HURRIYET GAZETECILIK VE MATBAACILIK A.S.

I hereby appoint ..................................... to represent me in accordance with the opinions I have stated, to vote, to make proposals and sign the necessary documents in the Ordinary General Meeting of the fiscal term Jan. 01, 2010-Dec.31, 2010 to be held at the address Evren Mahallesi, Gulbahar Caddesi, Hurriyet Medya Towers, Gunesli/Istanbul on April 20, 2011 at 11:00 a.m., for Hurriyet Gazetecilik ve Matbaacilik A.S., a shareholder of whom I am.

a) Proxy is authorised to vote according to his/her opinion for all agenda items.
b) Proxy is authorised to vote for agenda items according to the following instructions.
Instructions: (insert special instructions)
c) Proxy is authorized to vote according to the suggestions of the corporate management.
d) For the other subjects to come up in the meeting, Proxy is authorised to vote according to the following instructions. (If instruction is not available Proxy votes freely.)
Instructions: (insert special instructions)

a) Arrangement and its serie
b) Number
c) Number -Nominal value
d) Whether with or without privilege in voting
e) Bearer stock – Registered stock

Procedure of our Shareholders’ Participation in the Ordinary General Meeting dated May 26, 2010

In accordance with article 27 of our Articles of Incorporation, the general meetings convene at the corporate management center or, upon the decision to be adopted by the Board of Directors, at any other location of the city where the corporate head offices are situated.
The time, place and agenda of the General Meeting shall be announced to the shareholders by an announcement to be made in accordance with article 35 of the Articles of Incorporation. The announcement shall include all matters foreseen to be comprised by the announcements in the Corporate Management Principles by the Capital Markets Board (CMB). Our shareholders, who wish to participate in the General Meeting and who have dematerialized their shares with the Central Registry Agency (CRA), have to follow the general meeting blockage procedure determined by the CRA, and have to ensure their registration in the “General Meeting Blockage List” until 5:00 p.m. 2 days before the general meeting the latest.  Our shareholders, who fail to submit to the officials the “general meeting blockage letter” to be delivered to our shareholders, who have been registered with the “General Meeting Blockage List”, by the CRA, prior to the General Meeting, shall not be able to execute their rights to speak and vote during the meeting.
As stated in the General Letter no. 294 of the CRA, pursuant to the provision of the Provisional 6th article of the Capital Market Law, it shall only be possible for those of our shareholders, who have dematerialized their share certificates and submit the “general meeting blockage letter” prior to the General Meeting, to participate in the General Meeting and execute their participating rights.

According to article 35 of our Articles of Incorporation; announcements of the Company shall be made in the newspaper mentioned in article 37 of the Turkish Commercial Code as well as in at least two daily newspapers’ Turkey editions at least 15 days before, taking into consideration the arrangements related to the matter including also the Corporate Management Principles of the Capital Market Law. However, it is compulsory that the announcements related to the General Meetings have been made at least 21 days prior to the date of the meeting.
Announcements to be made by our Company pursuant to the regulation shall also be published in our website.  

According to article 33 of the Company’s Articles of Incorporation; during the General Meetings, voting is realized by raising hands. Furthermore, in case of the request of 5% of the shareholders represented in the meeting, it is compulsory to apply secret voting.

Each share represented in person or by proxy during the ordinary and extraordinary General Meetings holds one voting right.
During the General Meetings, the shareholders may let themselves by represented by any proxy being a shareholder or not.  

If the usufruct right and right of disposal of a share is held by different persons, they shall come to an agreement among themselves and may let themselves be represented in the manner they consider appropriate. In case they fail to come to an agreement, the right to participate in the General Meetings and to vote shall be executed by the beneficial owner.
The Capital Markets Board’s arrangements related to voting by proxy shall be complied with. Our shareholders, who shall not be able to participate in the meeting in person, have to issue  their proxy in conformity with the below given form and, after having also fulfilled the other matters foreseen in the Communique Serial:IV No:8 of the Capital Markets Board, published in the Official Gazette number 21872 dated March 9, 1994, have to submit it, the signature being notarially certified.


FORM OF PROXY
PROXY

TO PRESIDENCY OF THE BOARD OF DIRECTORS
OF HURRIYET GAZETECILIK VE MATBAACILIK A.S.

I hereby appoint .....................................  to represent me in accordance with the opinions I have stated, to vote, to make proposals and sign the necessary documents in the Ordinary General Meeting of the fiscal term Jan. 01, 2009-Dec.31, 2009 to be held at the address Evren Mahallesi, Gulbahar Caddesi, Hurriyet Medya Towers, Gunesli/Istanbul on May 26,  2010 at 11:00 a.m., for Hurriyet Gazetecilik ve Matbaacilik A.S., a shareholder of whom I am.

a) Proxy is authorised to vote according to his/her opinion for all agenda items.
b) Proxy is authorised to vote for agenda items according to the following instructions.
Instructions: (insert special instructions)
c) Proxy is authorized to vote according to the suggestions of the corporate management.
d) For the other subjects to come up in the meeting, Proxy is authorised to vote according to the following instructions. (If instruction is not available Proxy votes freely.)
Instructions: (insert special instructions)

a) Arrangement and its serie
b) Number
c) Number -Nominal value
d) Whether with or without privilege in voting
e) Bearer stock – Registered stock

SIGNATURE
ADRESS
Note: Select one of the options (a), (b) or (c) in Section (A). Explanations are made for items  (b) and (d).

Procedure For Shareholders' Participation to Extraordinary Assembly Meeting to be held on March 20, 2009

In accordance with the Article 27 of our Company’s Articles of Association, General Assemblies convene at the Company management headquarters or in another location in the same city as the Company headquarters if the Board of Directors so decides.

The time, place, and agenda of the General Assembly meetings are communicated to the shareholders by means of an announcement to be made in accordance with Article 33 of the Articles of Association. The announcement includes all the points that announcements are required to include as per the Corporate Governance Principles of the Capital Market Board (CMB).

Our shareholders who have already dematerialized their shares in the files of the Central Registration Office (CRO) and who wish to attend the General Assembly meeting are required to be personally registered and recorded in the “General Assembly Blocking List” by no later than 17:00 hrs on Tuesday, March 18 th, 2009, in accordance with the general assembly blocking procedures determined by CRO. Accordingly, our shareholders who fail to submit and deliver to the authorized officers before the General Assembly meeting a “general assembly blocking letter” to be delivered by CRO to our shareholders who are personally registered and recorded in the “General Assembly Blocking List” will unfortunately not be allowed to use their rights to speak and vote in the meeting.

As also stated in the General Letter no. 294 of CRO, pursuant to the provisions of Temporary Article 6 of the Capital Markets Law, only our shareholders who have dematerialized their share certificates and who submit and deliver a “general assembly blocking letter” before the General Assembly meeting will have the right and be allowed to attend the General Assembly meeting and use their shareholding rights therein.

In accordance with the Article 33 of our Company’s Articles of Association, announcements are to be made in the newspaper mentioned in the Article 37 of the Turkish Commercial Code and a minimum of two daily newspapers 15 days ahead of time taking into consideration the relevant regulations including the Corporate Governance Principles of the Capital Market Board. However, announcements for general assembly meetings must be made at least 21 days before the date of the meeting.

The announcements to be made by our Company as per the regulations are also published in our website. 

In accordance with the Article 33 of our Company’s Articles of Association, voting in the General Assembly meetings is performed by a show of hands. However, closed ballots are mandatory if requested by one twentieth of the shareholders represented at the meeting.

Each share represented in the person of its holder or by proxy at regular and extraordinary general assembly meetings has the right to one vote.

Shareholders may have themselves represented at general assembly meetings by a proxy who may or may not be a shareholder himself/herself.

In the event that different persons exercise the right of use and the right of ownership of a share, they may agree between them to have themselves represented as they see fit. If they cannot reach an agreement, the right to attend and vote in the general assembly meetings will be exercised by the party that has the right of use.
The regulations imposed by the CMB will be observed regarding voting by proxy. Shareholders who will not be able to attend the meeting in person are required to draft their proxies after the following sample and submit them with a notarized signature after having fulfilled the other requirements stipulated in the CMB Communiqué Nr. 8, Series IV, published in the Official Gazette, issue 21872, dated March 9th, 2004.

POWER OF ATTORNEY

TO THE CHAIRPERSON OF THE BOARD OF DIRECTORS,
HÜRRİYET GAZETECİLİK VE MATBAACILIK INC.

I hereby appoint ________ as proxy to represent me to cast votes for determination of articles in the agenda and to sign necessary documents at the Regular Extraordinary Assembly Meeting of Hüriyet Gazetecilik ve Matbaacılık A.Ş. which I am a shareholder of, to be held on March 20, 2009 at 09:00 am at Evren Mahallesi, Gülbahar Caddesi, Hürriyet Medya Towers, Güneşli/İstanbul

A) EXTENT OF PROXY

a) The proxy is empowered to vote for all agenda items at his/her discretion.
b) The proxy is empowered to vote for agenda items in keeping with the following guidance:
Guidance: (Enter specific guidance)

c) The proxy is empowered to vote as recommended by the company management.
d) The proxy is empowered to vote in keeping with the following guidance for other matters that may come up during the meeting. (The proxy will vote at his/her discretion in the absence of any guidance.)
Guidance: (Enter specific guidance)

) SHARE CERTIFICATE HELD BY THE SHAREHOLDER

a) Batch and series                            :
b) Serial number                                 :          
c) Quantity and nominal value            :
d) Preferred vote or not                       :
e) Registered / payable to holder        :

NAME, LAST NAME, AND TITLE OF SHAREHOLDER

            SIGNATURE
            ADDRESS

Note:    Select one of the options (a), (b) and (c) in Part (A).
Enter guidance for (b) and (d).

In accordance with the Article 27 of our Company’s Articles of Association, General Assemblies convene at the Company management headquarters or in another location in the same city as the Company headquarters if the Board of Directors so decides.
The time, place, and agenda of the General Assembly meetings are communicated to the shareholders by means of an announcement to be made in accordance with Article 33 of the Articles of Association. The announcement includes all the points that announcements are required to include as per the Corporate Governance Principles of the Capital Market Board (CMB).
Our shareholders who have already dematerialized their shares in the files of the Central Registration Office (CRO) and who wish to attend the General Assembly meeting are required to be personally registered and recorded in the “General Assembly Blocking List” by no later than 17:00 hrs on Tuesday, May 27th, 2008, in accordance with the general assembly blocking procedures determined by CRO. Accordingly, our shareholders who fail to submit and deliver to the authorized officers before the General Assembly meeting a “general assembly blocking letter” to be delivered by CRO to our shareholders who are personally registered and recorded in the “General Assembly Blocking List” will unfortunately not be allowed to use their rights to speak and vote in the meeting.

As also stated in the General Letter no. 294 of CRO, pursuant to the provisions of Temporary Article 6 of the Capital Markets Law, only our shareholders who have dematerialized their share certificates and who submit and deliver a “general assembly blocking letter” before the General Assembly meeting will have the right and be allowed to attend the General Assembly meeting and use their shareholding rights therein.

In accordance with the Article 33 of our Company’s Articles of Association, announcements are to be made in the newspaper mentioned in the Article 37 of the Turkish Commercial Code and a minimum of two daily newspapers 15 days ahead of time taking into consideration the relevant regulations including the Corporate Governance Principles of the Capital Market Board. However, announcements for general assembly meetings must be made at least 21 days before the date of the meeting.
The announcements to be made by our Company as per the regulations are also published in our website. 
In accordance with the Article 33 of our Company’s Articles of Association, voting in the General Assembly meetings is performed by a show of hands. However, closed ballots are mandatory if requested by one twentieth of the shareholders represented at the meeting.
Each share represented in the person of its holder or by proxy at regular and extraordinary general assembly meetings has the right to one vote.
Shareholders may have themselves represented at general assembly meetings by a proxy who may or may not be a shareholder himself/herself.
In the event that different persons exercise the right of use and the right of ownership of a share, they may agree between them to have themselves represented as they see fit. If they cannot reach an agreement, the right to attend and vote in the general assembly meetings will be exercised by the party that has the right of use.
The regulations imposed by the CMB will be observed regarding voting by proxy. Shareholders who will not be able to attend the meeting in person are required to draft their proxies after the following sample and submit them with a notarized signature after having fulfilled the other requirements stipulated in the CMB Communiqué Nr. 8, Series IV, published in the Official Gazette, issue 21872, dated March 9th, 2004.

TO THE CHAIRPERSON OF THE BOARD OF DIRECTORS,
HÜRRİYET GAZETECİLİK VE MATBAACILIK INC.

I hereby appoint ______________ to represent me and to vote, move, and sign the necessary papers on my behalf, in keeping with the guidance I have specified, at the regular meeting of the General Assembly of Hürriyet Gazetecilik ve Matbaacılık Inc. to be held at the address Evren Mahallesi, Gülbahar Caddesi, Hürriyet Medya Towers, Güneşli/İstanbul on .../..../........

a) The proxy is empowered to vote for all agenda items at his/her discretion.
b) The proxy is empowered to vote for agenda items in keeping with the following guidance:
Guidance: (Enter specific guidance)

c) The proxy is empowered to vote as recommended by the company management.
d) The proxy is empowered to vote in keeping with the following guidance for other matters that may come up during the meeting. (The proxy will vote at his/her discretion in the absence of any guidance.)
Guidance: (Enter specific guidance)

) SHARE CERTIFICATE HELD BY THE SHAREHOLDER

a) Batch and series                            :
b) Serial number                                 :          
c) Quantity and nominal value            :
d) Preferred vote or not                       :
e) Registered / payable to holder        :

            SIGNATURE
            ADDRESS

Note:    Select one of the options (a), (b) and (c) in Part (A).
Enter guidance for (b) and (d).