Notification regarding the exercising the exit right

Upon noting, during the course of the meeting no. 2018/18 of our Board of Directors held on 13.04.2018,

that a Material Event Disclosure (“MED”) has been made on March 22, 2018 for the first time via the Public Disclosure Platform (“PDF”) at Borsa İstanbul A.Ş. ("the Stock Market") about official talks having been initiated for selling a significant portion of our direct and indirect subsidiaries operating in the area of publishing and broadcasting to the Demirören Group, and that on the same day (March 22, 2018), a “Preliminary Binding Letter” has been signed between our Company and Demirören Holding A.Ş.,

that consequently, a “Share Transfer Agreement” has been signed between our Company and Demirören Medya Yatırımları Ticaret A.Ş. on April 6, 2018 in relation with selling a significant portion of our direct and indirect subsidiaries operating in the area of publishing and broadcasting (“Share Sales and Transfer Transactions”), and that on the same date (April 6, 2018), a relevant Material Event Disclosure has been disclosed at Borsa İstanbul A.Ş. via the Public Disclosure Platform, and

following the negotiations carried out, the following resolutions have been unanimously made:

1. The “Share Sales and Transfer Transactions” within the scope of the “Share Sales Agreement” signed between our Company and Demirören Medya Yatırımları Ticaret A.Ş. on April 6, 2018 are to be submitted for the approval of our General Assembly pursuant to the relevant articles of the Turkish Commercial Code (“TTK”) no. 6102, the Article 23 “Material transactions of partnerships”, and Article 24, “Exit Right” of the Capital Markets Law No. 6362 and the other relevant provisions thereof, the “Communiqué on Common Principles Regarding Significant Transactions and the Exit Right” (Decree II-23.1) amended by the “Communiqué Amending the Communiqué on Common Principles Regarding Significant Transactions and the Exit Right” of the Capital Markets Board (Decree II-23.1.a), and the provisions of the other relevant legislation,

2. Pursuant to the provisions of Article 24, “Exit Right” of the Capital Markets Law and Article 9, “Exercising the Exit Right” of the CMB Decree II-23.1, a material event disclosure shall be made via the Public Disclosure Platform, along with this Board of Directors Resolution hereby, in compliance with the material event disclosure regulations of the Capital Markets Legislation, that our shareholders or representatives thereof who shall attend the General Assembly Meeting where the abovementioned “Share Sales and Transfer Transactions” will be approved, who will cast negative votes, and who will have their dissenting statements in the Minutes of the General Assembly Meeting are entitled to sell their shares to our Company and to exit from the partnership,

3. When exercising the “exit right” referred to the Article 2 above, as per the provisions of Article 24, “Exit Right” of the Capital Markets Law, and Article 10, “Exercise Price for Exit Right” of the CMB Decree II-23.1, the “exercise price for exit right” for each share of our Company with a nominal value of 1 (one) Turkish Lira is to be set as 0.77 Turkish Lira (77 Kurus) calculated using the “arithmetic mean of the average weighted prices” in the Stock Market in the 30 (thirty) days prior to March 22, 2018, taking into account that the fact that the official negotiations regarding selling to the Demirören Group a significant portion of our Companies operating in the field of publishing and broadcasting have been initiated has been made public on March 22, 2018 for the first time via the Public Disclosure Platform at Borsa İstanbul A.Ş. ("the Stock Market"), and this issue is to be made public via the Public Disclosure Platform, along with this Board of Directors Resolution hereby, in compliance with the material event disclosure regulations of the Capital Markets Legislation,

4. In relation with the exercise of the exit right;

• All detailed explanations related with the "Share Sales and Transfer Transactions" are available at the Public Disclosure Platform (www.kap.gov.tr) and the Corporate Website of Doğan Şirketler Grubu Holding A.Ş. (www.doganholding.com.tr) in compliance with the relevant legislation and regulations.

• In order for the "Share Sales and Transfer Transactions" to be accepted during the General Assembly Meeting', the requirement for two thirds of the shares entitled vote at the General Assembly casting affirmative votes shall be sought without regarding the meeting quorum as per Paragraph 6 of Article 29, “Principles Governing General Assembly Meetings” of the Capital Markets Law; however, in case at least half of the shares entitled to vote, and representing the capital at the General Assembly Meeting are present, the resolution shall be made with the majority of the votes who are entitled to vote, and who are attending the General Assembly Meeting,

• That the "Share Sales and Transfer Transactions" are transactions of significant nature as listed in Article 23, “Material transactions of partnerships” of the Capital Markets Law, therefore, as per Article 23, “Exit Right”, of the Capital Markets Law, our shareholders or representatives thereof who shall attend the General Assembly Meeting where the “Share Sales and Transfer Transactions” will be approved, who will cast negative votes for the “Share Sales and Transfer Transactions” and who will have their dissenting statements in the Minutes of the General Assembly Meeting are entitled to sell their shares to our Company and exercise the “right to exit”, within the scope of the Capital Markets Board Decree II-23.1,

• Following the General Assembly Meeting where the “Share Sales and Transfer Transactions” will be submitted for approval, in case the shareholders who cast negative votes for the “Share Sales and Transfer Transactions” and who have their dissenting statements in the Minutes of the General Assembly Meeting submit their shares that constitute the subject matter of the “exit right” to the brokerage firm authorized exclusively in order to manage this process for exercising the “exit right”, within the deadlines of the “exit right” exercise period, in compliance with the general provisions, and in the framework announced with regards to the process of exercising the “exit right” as disclosed to the public, and thus exercise the “exit right”, within the scope of the provisions of Article 24, “Exit Right” of the Capital Markets Law No., and Article 10, “Exercise Price for Exit Right” of the CMB Decree II-23.1, the “exercise price for exit right” is 0.77 Turkish Lira (77 Kurus) for each share of our Company with a nominal value of 1 (one) Turkish Lira,

• As per the provisions of Paragraph 6 of the Article 9, “Exercising the Exit Right”, of the CMB Decree II-23.1, the “exit right” exercise shall commence latest within 6 (six) working days as of the date of the General Assembly Meeting where the “Share Sales and Transfer Transactions” will be submitted for approval, and the deadline for exercising the “exit right” shall be 10 (ten) working days at most,

• As per Paragraph 9 of the Article 9, “Exercising the Exit Right” of the CMB Decree II-23.1, it is mandatory to exercise the “exit right” for “all” the shares held by our shareholders,

• As per Paragraph 7 of the Article 9, “Exercising the Exit Right” of the CMB Decree II-23.1, our shareholders who will exercise their “exit right” shall submit to the brokerage firm that will carry out the buying transactions on behalf of our company their shares that constitute the subject matter of the “exit right”, in line with the general provisions, and within the framework announced for the exit right exercising process, and thus the sales (the exercise of the “exit right”) shall take place, and the prices for the shares shall be paid to our shareholders who apply to the brokerage firm to exercise their “exit rights” latest on the working day following the “sale,”

• In case the Share Sales and Transfer Transactions are “rejected” with a resolution of the Extraordinary General Assembly resolution, such "exit right" shall not arise,

and the abovementioned issues shall be disclosed to the public via the Public Disclosure Platform, along with this Board of Directors Resolution hereby, in compliance with the material event disclosure regulations of the Capital Markets Legislation,

5. The Company management is to be authorized and appointed for carrying out the required affairs and the procedures, and for obtaining the necessary legal permits, if any.

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