MİGROS TİCARET A.Ş.

AGM Information • Apr 19, 2019

Summary Info	Board resolution regarding the General Assembly meeting
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

Type of General Assembly	Annual
Begining of The Fiscal Period	01.01.2018
End of The Fiscal Period	31.12.2018
Decision Date	19.04.2019
General Assembly Date	16.05.2019
General Assembly Time	14:00
Record Date	15.05.2019
Country	Turkey
City	İSTANBUL
District	ATAŞEHİR
Address	ATATÜRK MAHALLESİ TURGUT ÖZAL BULVARI NO:7 34758 ATAŞEHİR - İSTANBUL

Agenda Items

1 - Opening the meeting and electing the presiding committee; authorizing the presiding committee to sign the minutes of the annual general assembly meeting

2 - Reading and deliberating the annual report concerning the Company's 2018 activities and accounts

3 - Reading the independent auditor's report concerning the Company's 2018 activities and accounts

4 - Reading, deliberating, and voting on the financial statements for 2018

5 - Individually acquitting each of the members of the Company's board of directors of their fiduciary responsibilities for the Company's activities in 2018

6 - Discussing, approving, amending and approving, or rejecting the Board of Directors' proposal concerning dividend distribution

7 - Election and replacement of the independent Board members and other members of the Board of Directors nominated by the Corporate Governance Committee, and determination of their terms of office

8 - Determining the gross monthly fees and any kind of financial benefits including bonus, premium, attendance fee, etc. to be paid to the Board members

9 - 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" of Articles of Association of our Company provided that the necessary permissions of the Capital Markets Board and Republic of Turkey Ministry of Customs and 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

10 - Providing information about the socially beneficial donations and assistance granted by the Company to foundations and associations in 2018; determining an upper limit on donations and assistance to be granted in 2019 as required by Capital Markets Board regulations and the Company's Articles of Association

11 - Voting on the Board of Directors' selection, upon the recommendation of the Audit Committee, of the Company's independent auditors as required by Communiqué on capital market independent auditing standards published by the Capital Markets Board and by the Turkish Commercial Code

12 - As required by Capital Markets Board regulations, providing information about collateral, pledges, and mortgages granted by the Company in favor of third parties in 2018

13 - Providing information about the utilization of separation fund for Kipa shareholders in 2018 in related to the merger of Migros Ticaret A.S. and Kipa Ticaret A.S.

14 - 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; providing shareholders information about such transactions made by these aforementioned persons and related parties in 2018

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	Genel Kurul ilanı 2018.pdf - Announcement Document
Appendix: 2	Gündem.pdf - Other Invitation Document
Appendix: 3	Vekaletname.pdf - Other Invitation Document
Appendix: 4	Esas Sozlesme Tadil Metni.pdf - Article of Association Amendment Text
Appendix: 5	Call to Ordinary GAM 2018.pdf - Announcement Document
Appendix: 6	Agenda.pdf - Other Invitation Document
Appendix: 7	Proxy Statement.pdf - Other Invitation Document
Appendix: 8	Articles of Association Amendment Text.pdf - Article of Association Amendment Text

Additional Explanations

Migros Ticaret A.Ş. Call to the Ordinary General Assembly Meeting from Board of Directors

The Ordinary General Assembly Meeting of our Company will be held on 16.05.2019 at 14:00 at the Migros Ticaret A.Ş. Head Office in Atatürk Mahallesi Turgut Özal Bulvarı No:7 34758 Ataşehir/Istanbul to review the operations in 2018, to discuss the below-mentioned agenda and pass resolutions with regard thereto.

Provided that the rights and obligations of those shareholders who will be participating electronically are reserved, those of our shareholders, who will not be able to participate in the meeting in person, are required to issue their powers of attorney based on the attached sample or to obtain the "power of attorney" sample form from our Company Head Office or our company website at www.migroskurumsal.com , fulfill the obligations stated in the notification of the Capital Markets Board Communiqué on Casting of Votes through Proxies and Collection of Powers of Attorney by Invitation (II-30.1) and submit their powers of attorney, bearing their signatures as certified by a Notary Public, to our Head Office. The power of attorney of a proxy electronically appointed via the Electronic General Assembly System need not be submitted. It will not be possible to participate in the general assembly with proxies that are not in accordance with the attached proxy statement sample which is kept mandatory in the relevant Communiqué.

According to the fourth paragraph of article 415 of the Turkish Commercial Code no 6102 and the first paragraph of article 30 of the Capital Markets Law no. 6362, the depositing of share certificates cannot be made into a condition of the right to participate and vote in general assembly meetings. Within this context, if our shareholders wish to participate in the General Assembly meeting, there is no need for them to have their shares blocked.

Those of our shareholders who will be voting through the Electronic General Assembly System should obtain information from the Central Registry Agency (MKK), our Company's website at www.migroskurumsal.com or our Company's Head Office (Telephone: 0216 579 30 00) in order to be able to fulfill their obligations within the scope of the relevant Regulation and Communiqué.

Provided that the provisions on electronic voting are reserved, the voting on the agenda items for the General Assembly Meeting will be exercised in open voting by a show of hands. As stipulated in our Company's Articles of Association, none of the Company's shares enjoy privileged voting rights. All votes are equal. At the General Assembly, each shareholder possesses voting rights proportional to the nominal value of its shares.

Independent Auditor's Report, Balance Sheet, Income Statement and the profit distribution proposal for the year 2018, Annual Report and appended thereto the Report on Compliance with the Corporate Governance Principles, the Information Document concerning the agenda for the General Assembly Meeting and amendment text of the article 3 of the Articles of Association will all be available for our shareholders' inspection at the Migros Ticaret A.Ş. Head Office in Atatürk Mahallesi Turgut Özal Bulvarı No:7 34758 Ataşehir/Istanbul, on the company website www.migroskurumsal.com and on the Central Registry Agency's (MKK) Electronic General Assembly System throughout the 3 weeks prior to the meeting.

All stakeholders that own rights and interests as well as members of press-media are invited to our general assembly meeting.

Presented for the information of our Shareholders.

Respectfully,

Migros Ticaret A.Ş.

(In case of a discrepancy between the Turkish and the English versions of this disclosure, the Turkish version shall prevail.)