MİGROS TİCARET A.Ş.

AGM Information • Mar 20, 2025

MİGROS TİCARET A.Ş.

2024 ORDINARY GENERAL ASSEMBLY MEETING AGENDA

• 1. Opening the meeting and determining the presiding committee,
• 1. Reading and deliberating the integrated annual report for 2024,
• 1. Reading the independent auditor's report concerning the Company's 2024 activities and accounts,
• 1. Reading, deliberating, and voting on the financial statements for 2024,
• 1. Individually acquitting each of the members of the Company's board of directors of their fiduciary responsibilities for the Company's activities in 2024,
• 1. Discussing, approving, amending and approving, or rejecting the Board of Directors' proposal concerning dividend distribution,
• 1. By taking into account the relevant legal regulations and our Company's Articles of Association, authorizing the Board of Directors to distribute advance dividends for 2025 fiscal period,
• 1. Election of independent Board members and other members of the Board of Directors and determination of their terms of office,
• 1. Determining the fees and any kind of financial benefits including bonus, premium, attendance fee, etc. to be paid to the Board members,
• 1. Voting on the Board of Directors' selection of the Company's independent auditors as per the Turkish Commercial Code, the Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority regulations,
• 1. Providing information about the donations and assistance granted by the Company in 2024; determining an upper limit on donations and assistance to be granted in 2025,
• 1. Approval or rejecting of the proposal of the Board of Directors in relation to the amendment of the current content of article 3 titled "Purpose and Scope" and article 17 titled "Term of Office and Duties of the Board of Directors" of Articles of Association of our Company provided that the necessary permissions of the Capital Markets Board and Republic of Türkiye Ministry of Trade have been received and in the form which received the permission, and authorization of the Company Management to conduct all other transactions related to the amendment of the Articles of Association,
• 1. As required by Capital Markets Board regulations, providing information about collateral, pledges, and mortgages granted by the Company in favor of third parties as well as income and benefits obtained in 2024,
• 1. Informing the shareholders on the transactions, if any, made in 2024 within the context of Article 1.3.6. in Annex-I of the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board,
• 1. Authorizing any shareholders who may be in control of the Company's management, Board of directors and senior managers – as well as their spouses and their relatives, whether by blood or marriage unto the third degree – to engage in business and transactions subject to the provisions of articles 395 and 396 of the Turkish Commercial Code and of Capital Markets Board regulations,
• 1. Closing.