Hurriyet Gazetecilik Ve Matbaacilik A.s.BIST: HURGZ

Minutes Of Extraordinary General Meeting dated 29.03.2024

· Issued by Hurriyet Gazetecilik Ve Matbaacilik A.s.

MINUTES OF HÜRRİYET GAZETECİLİK VE MATBAACILIK A.Ş.

EXTRAORDINARY GENERAL ASSEMBLY MEETING HELD ON MARCH 29, 2024

The Extraordinary General Assembly of Hürriyet Gazetecilik ve Matbaacılık A.Ş. convened to discuss and resolve on the items on its agenda on Friday, March 29, 2024 at 14.00 at the address of 100. Yıl Mahallesi, 2264. Sokak, No:1 Bağcılar/İstanbul under the supervision of the Ministry Representative Feyyaz BAL, assigned by the letter of the Republic of Türkiye Governorship of İstanbul Provincial Directorate of Commerce no. E-90726394-431.03-00095413338 dated 28.03.2024.

The invitation to the meeting was announced minimum three weeks in advance of the meeting date as stipulated in the legislation in force and in the Articles of Association, and in a form that is inclusive of the agenda, on the Turkish Trade Registry Gazette no. 11037, dated March 6, 2024, on the Public Disclosure Platform, on our Company's Corporate Website at the address www.hurriyetkurumsal.com, and on the E-General Meeting System of the Central Securities Depository of Türkiye (MKK).

It was identified from review of the List of Attendees that from out of 592,000,000 shares representing the Company's capital of TRY 592,000,000, a total of 480,810,776.524 shares were represented, 480,780,755.524 of which were represented by proxy and 30,001 of which were acting as principal, and thus, the minimum meeting quorum as required by Law and the Articles of Association was met. It was identified that the Executive Board Member Mr. Mehmet Koray Yanç and Independent Board Member Mr. Orhan Kırca were present and no objection was made.

It was identified by the Ministry Representative that, pursuant to paragraphs five and six of Article 1527 of the Turkish Commercial Code, the Company has made its Electronic General Assembly preparations in accordance with the legal regulations.

The Ministry Representative made an explanation on the form of voting, and stated that, provided that the electronic vote counting regulations contained both in the Law and the Company's Articles of Association are reserved, shareholders who are physically present in the meeting hall should vote by open voting and by show of hands, and those shareholders who will cast a dissenting vote should verbally declare their dissenting vote.

The Board Member Mr. Mehmet Koray Yanç appointed Ms. Elif Özcan who is the holder of "MKK Electronic General Assembly System Expert Certificate" to use the Electronic General Assembly System, and the meeting was commenced both in physical and electronic medium at the same time and discussion of the agenda items was initiated, and the following resolutions were adopted as a result of the discussion held pursuant to the agenda.

(signatures)

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AGENDA ITEMS:

  1. Pursuant to the 1st item of the agenda, the written motion submitted by Burçak Ildır in representation of Demirören Medya Yatırımları Ticaret A.Ş. was read to the General Assembly. Semih Metin was proposed to be the Meeting Chairman, İnan Yıldız was proposed to be the Vote Collector, and Zeynep Selin Çetin was proposed to be the Meeting Clerk, and since there were no other proposals and suggestions, this proposal was put to vote both in physical and electronic media at the same time. Upon the voting made, the proposal was accepted unanimously.
  2. The Meeting Chairman was unanimously authorized to sign the General Assembly Minutes.
  3. Regarding the 3rd item of the agenda related with the determination of the number of Board Members and their terms of office and election of Board Members for serving for the determined terms of office, the Meeting Chairman announced the candidates for the Board of Directors and the CVs of the candidate members were read. It was stated that the CVs will always be available to the public on

the Company's corporate website at www.hurriyetkurumsal.com. The Board of Directors will consist of 8 members to serve until March 29, 2027 and

  1. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Yıldırım Demirören with T.R. ID number ** was elected as the
    Board Member.
  2. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Meltem Demirören with T.R. ID number ** was elected as the
    Board Member.
  3. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Fikret Tayfun Demirören with T.R. ID number ** was elected as the
    Board Member.
  4. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Mehmet Koray Yanç with T.R. ID number ** was elected as the
    Board Member.
  5. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against 30,000 dissenting votes that Mehmet Soysal with T.R. ID number ** was elected as the Board Member.

The following was elected as Independent Members:

  1. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Mehmet Tayfun Öktem with T.R. ID number ** was elected as the
    Board Member.
  2. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against
    30,000 dissenting votes that Şefik Renda with T.R. ID number ** was elected as the Board
    Member.
  3. It was decided by the majority of the votes with 480,780,756.524 affirmative votes against 30,000 dissenting votes that Murat Yaprak with T.R. ID number ** was elected as the Board Member.

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  1. The "Remuneration Policy", which was previously disclosed to the public and is available on the Company's Corporate Website, was read by the Meeting Chairman. Partners were informed that the "Remuneration Policy" determined for the Board Members and Senior Executives and the payments made within the scope of this policy in the 2023 accounting period will be announced at the Ordinary General Assembly Meeting of our Company, where the independently audited Financial Statements dated 31.12.2023 will be discussed.
  2. The determination of the remuneration to be paid to the Board Members due to their titles was commenced; the single written proposal regarding this agenda item, presented to the Meeting
    Chairman by Burçak Ildır on behalf of Demirören Medya Yatırımları Ticaret A.Ş., regarding that the Independent Board Members Mr. Şefik Renda, Mr. Mehmet Tayfun Öktem and Mr. Murat Yaprak be paid a net salary of TRY 100,000 (ONLY/ONE HUNDRED THOUSAND TURKISH LIRAS) per month for the duration of their duties, and that the other Board Members not be paid for their duties, was read and submitted for approval. This proposal was accepted by majority of votes with 480,780,756.524 affirmative votes against 30,000 dissenting votes.

The 5th item of the agenda was discussed and the proposal that the Independent Board Members Mr. Şefik Renda, Mr. Mehmet Tayfun Öktem and Mr. Murat Yaprak be paid a net salary of TRY 100,000 (ONLY/ONE HUNDRED THOUSAND TURKISH LIRAS) per month for the duration of their duties, and that the other Board Members not be paid for their duties, was accepted by majority of votes with 480,780,756.524 affirmative votes against 30,000 dissenting votes.

Since there was no other issue to be discussed in the agenda and no shareholder took the floor for wishes and requests, the Chairman ended the meeting as of 14:24.

These minutes of the General Assembly meeting which were drawn up on the premises were drawn up in 6 original copies, and read and signed. 29.03.2024

Representative of the Ministry

Meeting Chairman

Feyyaz BAL

Semih Metin

(signature)

(signature)

Vote Collector

Meeting Clerk

İnan Yıldız

Zeynep Selin Çetin

(signature)

(signature)

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