MİGROS TİCARET A.Ş.

AGM Information • Apr 18, 2018

Summary Info	Merger of Migros and Kipa under Migros by way of simplified merger process
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	KIPA

Board Decision Date	18.04.2018
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2017
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
KİPA TİCARET A.Ş.	Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
MGROS, TREMGTI00012	178.030.000			178.030.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	178.030.000 TL	0 TL	0 TL	178.030.000 TL

Additional Explanations

At the Migros Board of Directors meeting dated April 18, 2018, it was resolved that;

1. Kipa Ticaret A.Ş. (" Kipa ") will be merged with our company (" Migros ") under Migros based on the consolidated financial statements of Migros dated 31.12.2017 and financial statements of Kipa dated 31.12.2017, through takeover of Kipa's assets and liabilities as a whole, pursuant to the Capital Markets Board (" CMB ") Communiqué on Merger and Demerger numbered II-23.2 and the other relevant legislation as well as Articles 136-158 and 191-194 of the Turkish Commercial Code numbered 6102 (" TCC ") and Articles 19 and 20 of the Corporate Tax Law numbered 5520 which regulate transfer of corporations,

2. Merger will be carried out by way of "simplified merger process" as set out under Article 155 and 156 of the TCC and Article 13 of the CMB Communiqué on Merger and Demerger numbered II-23.2 since Migros holds Kipa's 96.25% of shares having voting rights,

3. Expert Institution Report will be prepared in order to determine a fair and reasonable exchange rate to determine Migros shares to be given to the other shareholders of Kipa and to determine cash equivalent of Migros shares to be offered to Kipa shareholders as an option, and Ernst Young Kurumsal Finansman Danışmanlık A.Ş. shall be appointed as expert institution,

4. A merger agreement will be prepared and will be signed by at least two board members of our company on behalf of the Board of Directors

5. The company's management will be granted with the authority to follow and conduct the merger actions, obtain necessary permits from the relevant authorities and finalise the merger process.