MİGROS TİCARET A.Ş. — AGM Information 2021

Apr 26, 2021

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 26.05.2021 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 2020, 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.

Due to the COVID-19 pandemic affecting the world and our country, our Ordinary General Assembly meeting for 2020 will be held in accordance with the pandemic rules announced by official authorities. We would like that underline that new rules that were announced / will be announced by official authorities shall be followed closely by shareholders. Although it is possible that our shareholders can physically attend our General Assembly meeting, considering the pandemic environment, we kindly remind our shareholders to show utmost sensitivity to attend the meeting electronically by completing the necessary procedures for electronic participation.

Independent Auditor’s Report, Balance Sheet, Income Statement and the profit distribution proposal for the year 2020, the Annual Report and appended thereto the Report on Compliance with the Corporate Governance Principles and the Information Document concerning the agenda for the General Assembly Meeting 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, Public Disclosure Platform (KAP) and on the Central Registry Agency’s (MKK) Electronic General Assembly System (e-GKS) throughout the 3 weeks prior to the meeting.

Presented for the information of our Shareholders.

Respectfully,

Migros Ticaret A.Ş.

MİGROS TİCARET A.Ş.

2020 ORDINARY GENERAL ASSEMBLY MEETING AGENDA

1. Opening the meeting and determining the presiding committee,

2. Reading and deliberating the annual report for 2020,

3. Reading the independent auditor’s report concerning the Company’s 2020 activities and accounts,

4. Reading, deliberating, and voting on the financial statements for 2020,

5. Individually acquitting each of the members of the Company’s board of directors of their fiduciary responsibilities for the Company’s activities in 2020,

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

7. Election of the independent Board members and other members of the Board of Directors and determination of their terms of office,

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

9. Voting on the Board of Directors’ selection, of the Company’s independent auditors as per the Turkish Commercial Code and the Capital Markets Board regulations,

10. Providing information about the donations and assistance granted by the Company in 2020; determining an upper limit on donations and assistance to be granted in 2021,

11. 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 2020,

12. Informing the shareholders on the transactions, if any, made in 2020 within the context of Article 1.3.6. in Annex-I of the Corporate Governance Communique (II-17.1) of the Capital Markets Board,

13. 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,

14. Closing.

PROXY STATEMENT

TO THE GENERAL ASSEMBLY MEETING CHAIRMANSHIP OF

MİGROS TİCARET ANONİM ŞİRKETİ,

I, the undersigned, hereby appoint and empower ……..................................... who is introduced in detail below as my proxy fully authorized to represent me/Company, vote and make proposals and sign all required documents on behalf of me/Company in accordance with my instructions written here-below at the 2020 Ordinary General Assembly Meeting of Shareholders of Migros Ticaret A.Ş. that will be held at the address of Atatürk Mahallesi Turgut Özal Bulvarı No:7 34758 Ataşehir - İstanbul at 26.05.2021, at 14:00.

Proxy’s (*):

Name & Surname / Title: T.R. Identity No./Tax Identity No. Trade Registry and Number, and MERSIS Number. Total nominal value of the shares:

• (*) For foreign proxies, the equivalents, if any, of such information should be provided

A) SCOPE OF THE POWER OF REPRESENTATION

Scope of the power of representation should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 hereinbelow.

1. On the Matters included in the Agenda of the General Assembly:

a) The Proxy named above is authorized to vote on all the agenda items at his/her own discretion.

b) Proxy is authorized to vote in line with proposals of the Company management.

• c) The Proxy is authorized to vote on all the agenda items in accordance with the instructions given below.

Instructions:

If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the ‘rejection’ option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.

Agenda Topics (*)	Acceptance	Rejection	Dissention
1.Opening the meeting and determining the presiding committee,
2.Reading and deliberating the annual report for 2020,
3. Reading the independent auditor’s report concerning the Company’s 2020 activities and accounts,
4.Reading, deliberating, and voting on the financial statements for 2020,
5.Individually acquitting each of the members of the Company’s board of directors of their fiduciary responsibilities for the Company’s activities in 2020,
6.Discussing, approving, amending and approving, or rejecting the Board of Directors’ proposal concerning dividend distribution,
7.Election of the independent Board members and other members of the Board of Directors and
determination of their terms of office

8. Determining the fees and any kind of financial benefits including bonus, premium, attendance fee, etc. to be paid to the Board members, 9. Voting on the Board of Directors’ selection, of the Company’s independent auditors as per the Turkish Commercial Code and the Capital Markets Board regulations, 10. Providing information about the donations and assistance granted by the Company in 2020; determining an upper limit on donations and assistance to be granted in 2021, 11. 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 2020, 12. Informing the shareholders on the transactions, if any, made in 2020 within the context of Article 1.3.6. in Annex-I of the Corporate Governance Communique (II-17.1) of the Capital Markets Board, 13. 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, 14. Closing.

(*) Topics included in the agenda of general assembly meeting are listed one by one. If the minority proposes a separate draft decision, it is also given separately for the sake of voting by Proxy.

2. Special instructions on other issues that may raise during the general assembly meeting and particularly regarding use of minority rights:

a) Proxy is authorized to vote in line with his/her own opinions.

b) Proxy is not authorized to represent on these issues.

c) Proxy is authorized to vote in line with the special instructions stated below.

SPECIAL INSTRUCTIONS: Special instructions, if any, of the shareholder to the proxy holder are stated herein.

B) SHARE CERTIFICATES HELD BY THE SHAREHOLDER

The shareholder shall indicate the shares that the proxy will represent by selecting one of the options below.

1. I am approving the representation by the proxy of my shares as detailed below.

a) Quantity-Nominal Value :

b) Privileged in Voting or Not : c) Bearer / Registered Shares :

• d) Percentage in all shares of the shareholder:

2. I am approving the representation by the proxy of all of my shares shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by CRA one day before the date of general assembly meeting.

SHAREHOLDER’S

First name, Surname or Title: T.R. Identity No./Tax Identity No., Trade Registry and Number, and MERSIS Number: Address:

(*) For foreign proxy holders, the equivalents, if any, of such information should be provided.

Signature:

Note:

1. The signature of the principal shareholder should be certified by a notary public. If the proxy is not notarized, circular of signatures certified by a notary is required as an attachment of the proxy.

2. Our foreign shareholders should submit to the headquarter of our company, the Turkish translations of their proxies which have been notarized by a notary public.