<PAGE>
PROXY
THE NEW YORK TIMES COMPANY CLASS A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING ON APRIL 27, 2000
The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Laura J.
Corwin and Solomon B. Watson IV, and each of them, as proxies with full power of
substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of THE new york times company to be held at 10:00 A.M., local time,
at the Ford Center for the Performing Arts, 214 West 43rd Street, New York, New
York 10036, on Thursday, April 27, 2000, or at any adjournments thereof, and to
vote on all matters coming before said meeting including the proposals indicated
on the reverse side hereof.
Election of Class A Directors. Nominees:
01. Brenda C. Barnes 02. Robert A. Lawrence 03. Charles H. Price II
04. Henry B. Schacht 05. Donald M. Stewart
Change of Address
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- --------------------------------------------------------------------------------
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(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on April 27, 2000.
Your signature on the proxy is your acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated March , 2000.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or at any adjournment thereof.
You are encouraged to specify your choices by marking the appropriate boxes-SEE
REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Your shares cannot be voted unless
you sign and return this card.
----------------
SEE REVERSE SIDE
----------------
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^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
THE NEW YORK TIMES COMPANY
Annual Meeting of Stockholders
April 27, 2000 10:00 A.M.
Ford Center for the Performing Arts
214 West 43rd Street
New York, New York 10036
<PAGE>
|X| Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF CLASS A
DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6, 7 AND 8.
1. Election of Class A Directors (see reverse)
FOR WITHHELD
|_| |_|
For, except vote withheld from the following nominee(s)
_______________________________________________________
2. Approval of amendments to the Company's 1991 Executive Stock Incentive Plan
and 1991 Executive Cash Bonus Plan to extend the terms and increase the
maximum payout potential for any annual or long-term performance
awards
FOR AGAINST ABSTAIN
|_| |_| |_|
3. Approval of an amendment to the Company's 1991 Executive Stock Incentive Plan
to authorize an additional 20,000,000 shares of Class A common stock for
stock options
FOR AGAINST ABSTAIN
|_| |_| |_|
4. Reapproval of the material terms of the performance goals used for annual and
long-term performance awards under the Company's 1991 Executive Stock
Incentive Plan and 1991 Executive Cash Bonus Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
5. Approval of an amendment to the Company's Non-Employee Directors' Stock
Option Plan to extend the term
FOR AGAINST ABSTAIN
|_| |_| |_|
6. Ratification of Deloitte & Touche LLP as auditors
FOR AGAINST ABSTAIN
|_| |_| |_|
7. Approval of an amendment and restatement of the Company's certificate of
incorporation to permit the issuance of tracking stock
FOR AGAINST ABSTAIN
|_| |_| |_|
8. Adoption of TCD Stock Option Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
CHANGE OF
ADDRESS ON
Signature(s) ____________________________________ Date ________ REVERSE SIDE |_|
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor administrator, trustee or guardian,
please give full title as such.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
THE NEW YORK TIMES COMPANY
Dear Stockholder:
The New York Times Company encourages you to take advantage of new and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or by telephone. This eliminates the need to
return your proxy card.
To vote your shares electronically, you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.
1. To vote over the Internet:
o Log on to the Internet and go to the web site http://www.eproxyvote.com/nyt
2. To vote by telephone:
o On a touch-tone telephone, call 1-877-PRX-VOTE (1-877-779-8683) 24 hours a
day, 7 days a week.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
IF YOU CHOOSE TO VOTE YOUR SHARES ELECTRONICALLY, THERE IS NO NEED TO MAIL BACK
YOUR PROXY CARD.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
<PAGE>
PROXY
THE NEW YORK TIMES COMPANY CLASS B
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING ON APRIL 27, 2000
The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Laura J.
Corwin and Solomon B. Watson IV, and each of them, as proxies with full power of
substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of THE new york times company to be held at 10:00 A.M., local time,
at the Ford Center for the Performing Arts, 214 West 43rd Street, New York, New
York 10036, on Thursday, April 27, 2000, or at any adjournments thereof, and to
vote on all matters coming before said meeting including the proposals indicated
on the reverse side hereof.
Election of Class B Directors. Nominees:
01. John F. Akers 02. Raul E. Cesan 03. Jacqueline H. Dryfoos
04. Richard L. Gelb 05. Michael Golden 06. Russell T. Lewis
07. David E. Liddle 08. Ellen R. Marram 09. Arthur Ochs Sulzberger
10. Arthur Sulzberger, Jr.
Change of Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on April 27, 2000.
Your signature on the proxy is your acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated March __, 2000.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or at any adjournment thereof.
You are encouraged to specify your choices by marking the appropriate boxes-SEE
REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Your shares cannot be voted unless
you sign and return this card.
----------------
SEE REVERSE SIDE
----------------
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
THE NEW YORK TIMES COMPANY
Annual Meeting of Stockholders
April 27, 2000 10:00 A.M.
Ford Center for the Performing Arts
214 West 43rd Street
New York, New York 10036
<PAGE>
|X| Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF CLASS B
DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6, 7 AND 8.
1. Election of Class B Directors (see reverse)
FOR WITHHELD
|_| |_|
For, except vote withheld from the following nominee(s)
_______________________________________________________
2. Approval of amendments to the Company's 1991 Executive Stock Incentive Plan
and 1991 Executive Cash Bonus Plan to extend the terms and increase the
maximum payout potential for any annual or long-term performance
awards
FOR AGAINST ABSTAIN
|_| |_| |_|
3. Approval of an amendment to the Company's 1991 Executive Stock Incentive Plan
to authorize an additional 20,000,000 shares of Class A common stock for
stock options
FOR AGAINST ABSTAIN
|_| |_| |_|
4. Reapproval of the material terms of the performance goals used for annual and
long-term performance awards under the Company's 1991 Executive Stock
Incentive Plan and 1991 Executive Cash Bonus Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
5. Approval of an amendment to the Company's Non-Employee Directors' Stock
Option Plan to extend the term
FOR AGAINST ABSTAIN
|_| |_| |_|
6. Ratification of Deloitte & Touche LLP as auditors
FOR AGAINST ABSTAIN
|_| |_| |_|
7. Approval of an amendment and restatement of the Company's certificate of
incorporation to permit the issuance of tracking stock
FOR AGAINST ABSTAIN
|_| |_| |_|
8. Adoption of TCD Stock Option Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
CHANGE OF
ADDRESS ON
Signature(s) ____________________________________ Date ________ REVERSE SIDE |_|
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor administrator, trustee or guardian,
please give full title as such.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
THE NEW YORK TIMES COMPANY
Dear Stockholder:
The New York Times Company encourages you to take advantage of new and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or by telephone. This eliminates the need to
return your proxy card.
To vote your shares electronically, you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.
1. To vote over the Internet:
o Log on to the Internet and go to the web site
http://www.eproxyvote.com/nyt1
2. To vote by telephone:
o On a touch-tone telephone, call 1-877-PRX-VOTE (1-877-779-8683) 24 hours a
day, 7 days a week.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
IF YOU CHOOSE TO VOTE YOUR SHARES ELECTRONICALLY, THERE IS NO NEED TO MAIL BACK
YOUR PROXY CARD.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
