AG ANADOLU GRUBU HOLDİNG A.Ş. — Proxy Solicitation & Information Statement 2018

Mar 28, 2018

PROXY STATEMENT

PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING AG ANADOLU GRUBU HOLDİNG A.Ş.

To the Chair of the General Assembly of Shareholders

I hereby appoint............................................................................... as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of AG Anadolu Grubu Holding A.Ş. that will convene on April 24, 2018 Tuesday, at 11:00 at the address “Esenkent Mahallesi, Deniz Feneri Sokak No:4, Ümraniye, 34776 Istanbul”.

The Attorney’s(*);

Name Surname/Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

• (*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly;

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions: In the event that the shareholder chooses the (c) option, the shareholder should mark “Accept” or “Reject” box and if the shareholder marks the “Reject” box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

**assembly. **
Agenda Items1. Opening and the establishment of the Board ofAssembly;2. Reading out and discussion of the reports of theBoard of Directors(Annual Report)for 2017,3. Reading out of the report of the Independent AuditCompanyfor the Jan. 1,2017– Dec.31,2017period,4. Reading out, discussion and approval of theconsolidated financial statements for 2017,	Accept	Reject	DissentingOpinion
5. Acquittal of the members of the Board of Directorsseparatelyregardingtheir activities in 2017,
6. Discussion and approval of the proposal of theBoard of Directors regarding the revision inDividend Distribution Policy,
7. Discussion on the proposal of the Board of Directorsregarding the distribution of dividends; decision forthe dividend to be distributed,

	8. Election of the members of the Board of Directorsanddeterminationoftheirtenureandremuneration, in compliance with CorporateGovernance Principles and assuring the election ofindeendent members
	p ,
	9. Approval of the independent audit companyselected by Board of Directors in accordance with
	the Turkish Commercial Code and Capital MarketsLaw;
	10. Information to be given to the shareholders
	regardingdonations made in 2017,
	11. Information to be given to the shareholders
	regardingthe revision made in the Disclosure Policy,
	12. According to the Capital Markets Board’s legislation,information to be given to the shareholders on any
	income and benefits obtained by grantingcollaterals, pledges and mortgages in favour of thirdpersons,
	13. Information to be given to the shareholders aboutthe nonexistence of transactions between our
	Company or our subsidiaries and, controllingshareholders, members of the Board of Directors,members of the management having administrative
	responsibility or their spouses or relatives up to andincluding the second degree, that may createconflict of interest, as well as any other instances
	where any of the foregoing persons engage incompeting business on their own account or on theaccount of others
	,
	14. Authorization of the members of the Board ofDirectors as per Articles 395 and 396 of the Turkish
	Commercial Code,
	15. Closing.
	2 Secial instruction related to other issues that ma come u durin Genera				l Assemblystructions:en by the
	. p y p gmeeting and rights of minority:a) The attorney is authorized to vote according to his/her opinion.b) The attorney is not authorized to vote in these matters.
	c) The attorney is authorized to vote for agenda items in accordance with the following in**SPECIAL INSTRUCTIONS:**The special instructions (if there is any) to be giv
	shareholder to the attorney are stated herein.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is not authorized to vote in these matters.

c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one

of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

a) Number/Group:*

b) Amount‐Nominal value:

c) Share with voting power or not:

d) Ratio of the total shares/voting rights of the shareholder:

• For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/Tax ID Number, Trade Register and Number and MERSIS Number: Address:

Signature:

• (*)Foreign attorneys should submit the equivalent information mentioned above.