Corporate Governance and Credit Rating Services, Inc.

21 September 2023

CONTENTS

Rating and Executive Summary

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Rating Methodology .

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Company Overview .

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SECTION 1: SHAREHOLDERS

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Facilitating the Exercise of Shareholders' Statutory Rights

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Shareholders' Right to Obtain and Evaluate Information .

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General Shareholders' Meeting

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Voting Rights .

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Minority Rights

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Dividend Rights

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Transfer of Shares .

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SECTION 2: PUBLIC DISCLOSURE AND TRANSPARENCY .

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Corporate Web Site .

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Annual Report.

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External Audit.

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SECTION 3: STAKEHOLDERS.

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Company Policy Regarding Stakeholders .

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Stakeholders' Participation in the Company Management .

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Company Policy on Human Resources

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Relations with Customers and Suppliers .

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15

Ethical Rules & Social Responsibility

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Sustainability .

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SECTION 4: BOARD OF DİRECTORS.

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Functions of the Board of Directors .

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Principles of Activity of the Board of Directors

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Structure of the Board of Directors .

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Conduct of the Meetings of the Board of Directors .

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Committees Established Within the Board of Directors .

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Remuneration of the Board of Directors and Managers

With Administrative Responsibility .

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20

Rating Definitions .

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21

Disclaimer .

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Hürriyet Gazetecilik ve Matbaacılık A.Ş. (HURGZ)

Corporate Governance Rating:

9.26

EXECUTIVE SUMMARY

Hürriyet Gazetecilik ve Matbaacılık A.Ş.'s ("Hürriyet" or "the Company") previous Corporate Governance Rating of 9.26 dated September 21, 2022 is hereby reconfirmed as 9.26. Our rating methodology (page 5) is based on the Capital Markets Board's (CMB) "Corporate Governance Principles".

The Company's corporate governance rating has shaped up as above in consideration with the importance given by Hürriyet Gazetecilik ve Matbaacılık A.Ş. to corporate governance principles, its willingness to carry out the compliance process continuously and dynamically and improvements which had been initiated in this direction.

SAHA publishes (annually) the World Corporate Governance Index (WCGI) which ranks countries in terms of their level of compliance with corporate governance principles as well as their germane institutions, rules, codes, and regulations together with international standards and indices which evaluate countries in a vast array of areas such as transparency, corruption, ease of doing business, etc.. Hürriyet is analyzed as a Turkish company and Turkey takes place at the top classification of the WCGI which is Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA on July 12, 2023 can be accessed at http://www.saharating.com.

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Hürriyet is rated with 9.53 under the Shareholders heading. Exercise of shareholders' rights complies with the legislation, Articles of Association and other internal rules and regulations, and measures have been taken to ensure the exercise of these rights. Hürriyet carries out the shareholder relations obligations through the Shareholder Relations Unit. There is no upper limit or privileges on voting rights. All procedures prior to the general shareholders' meeting as well as the conduct of the meeting comply with the legislation. There is a publicly disclosed, consistent dividend policy of the Company. There are no restrictions on transfer of shares. On the other hand, prescribed rate of minority rights for public joint stock companies (5%) is adopted as it is in the Articles of Association. In addition, although there is no formal restriction, absence of a provision in the Articles of Association on holding general shareholders' meetings open to public has been identified as an area open to improvement under this heading.

Hürriyet attained 9.88 under the Public Disclosure and Transparency chapter. There is a comprehensive web site which includes all information listed in the CMB Corporate Governance Principles pertinent to "Public Disclosure". Public announcements are carried out via all communications channels and are in accordance with CMB and Borsa Istanbul A.Ş. (BIST) rules and regulations. The names of the Company's ultimate controlling individual shareholders over 5% as identified after being released from indirect or cross shareholding relationships between co-ownersare disclosed to the public. Company's web site is also prepared in English for the benefit of international investors. On the other hand, all benefits provided to members of the Board and senior management are not listed on individual basis in the Annual Report.

On the topic of Stakeholders, Hürriyet scored 8.05. The exercise of stakeholders' rights has been facilitated. A written compensation policy for the employees is established and disclosed to the public on the corporate web site. During the rating period, the Company was not held liable by any public authority for any fine/sanctions. Code of ethics is publicly available through the Company's web site. Hürriyet has a written human resources policy. Sustainability policy and practices are found satisfactory. Social responsibility projects carried out in the past are quite considerable. On the other hand, there is no collective labor agreement. In addition, although there is a resolution of the Board of Directors regarding the acceptance of the sustainability report in the Annual Report, actually there is no report.

From the perspective of the principles regarding the Board of Directors, Hürriyet's tally is 9.15. There is a well communicated Company mission and vision. The Board consists of seven members, of which only one holds executive duties. CMB criteria are complied with for the appointment of independent members who have each signed a declaration of independence. Corporate Governance, Audit, and Early Detection of Risk Committees are established within the Board of Directors. The working principles of the Committees are disclosed to the public. Principles of remuneration of Board members and senior executives are available on the Company's web site. The Company does not provide any loans or extend any credit to the Board members or senior executives. On the other hand, the lack of a female member policy approved by the Board of Directors, and the absence of an executive liability insurance are areas for improvement.

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SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's "Corporate Governance Principles" released on January 2014.

The CMB based these principles on the leading work of The World Bank, The Organization of Economic Cooperation and Development (OECD), and the Global Corporate Governance Forum (GCGF) which has been established in cooperation with the representatives of the preceding two organizations and

private sector. Experts and representatives from the CMB, Borsa Istanbul and the Turkish Corporate Governance Forum have participated in the committee that was established by the CMB for this purpose. Additionally; many qualified academicians, private sector representatives as well as various professional organizations and NGOs have stated their views and opinions, which were added to the Principles after taking into account country specific issues. Accordingly, these Principles have been established as a product of contributions from all high-level bodies.

Certain applications of the Principles are based on "comply or explain" approach and others are mandatory. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning

thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the Company's governance practices in future should be mentioned in the Annual Report and disclosed to the public.

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The Principles consist of four main

sections: shareholders, public

disclosure and transparency, stakeholders, and the Board of Directors.

Based on these Principles, the SAHA

Corporate Governance Rating methodology features around 330 sub- criteria. During the rating process, each criterion is evaluated on the basis of information provided by the Company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require

more detailed analysis and examination.

SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain a rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions, p.21).

To determine the total rating score for each main section parallel to the CMB's Corporate Governance Principles, SAHA allocates the following weights:

Shareholders: 25%

Public Disclosure and Transparency:

25% Stakeholders: 15% Board of Directors: 35%

To determine the final overall rating,

SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.

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Disclaimer

Hürriyet Gazetecilik ve Matbaacilik AS published this content on 02 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2023 16:43:13 UTC.