MİGROS TİCARET A.Ş. — Proxy Solicitation & Information Statement 2017

Mar 16, 2017

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 2016 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 11.04.2017, at 14:00.

Proxy’s (*):

Name & Surname / Title:

T.R. Identity No./Tax Identity No. Trade Registry and Number, and MERSIS Number. (*) 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 electing thepresiding committee; authorizing the presidingcommittee to sign the minutes of the annualgeneral assembly meeting,
**2.**Reading the summary of the independentauditor’s report submitted by the independentauditors PwC Bağımsız Denetim ve SerbestMuhasebeci Mali Müşavirlik A.Ş., concerningthe Company’s 2016 activities and accounts,

1

**3.**Reading, deliberating, and voting on thefinancial statements for 2016,
**4.**Reading and deliberating the annual reportconcerning the Company’s 2016 activities andaccounts,
**5.**Approving the appointments of new Boardmembers to the Board of Directors inaccordance with Article 363 of the TurkishCommercial Code,
**6.**Individually acquitting each of the membersof the Company’s board of directors of theirfiduciary responsibilities for the Company’sactivities in 2016,
**7.**Discussing, approving, amending andapproving, or rejecting the Board of Directors’proposal regarding the offsetting of balancesheet items “Accumulated losses” with “Sharepremium” and “Restricted reserves” in theaudited and consolidated financial statementsdated 31.12.2016,
**8.**Discussing, approving, amending andapproving, or rejecting the Board of Directors’proposal concerning dividend distribution,
9.ElectionandreplacementoftheindependentBoardmembersandothermembers of the Board of Directors nominatedby the Corporate Governance Committee, anddetermination of their terms of office,
**10.**Determining the gross monthly fees andany kind of financial benefits including bonus,premium, attendance fee, etc. to be paid to theBoard members,
**11.**Providing information about the sociallybeneficial donations and assistance grantedbytheCompanytofoundationsandassociations in 2016; determining an upperlimit on donations and assistance to begranted in 2017 as required by CapitalMarkets Board regulations and the Company’sArticles of Association,

2

12. Voting on the Board of Directors’ selection, upon the recommendation of the Audit Committee, of the Company’s independent auditors as required by Communique on capital market independent auditing standards published by the Capital Markets Board and by the Turkish Commercial Code,

13. As required by Capital Markets Board regulations, providing information about collateral, pledges, and mortgages granted by the Company in favor of third parties in 2016, 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 2016, 15. Closing remarks

(*) 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.

d) For other subjects that might arise in the meeting, the proxy is authorized to vote in line with the instruction below. (If there are no instructions, the proxy may freely cast the vote.)

Instructions: (Special instructions are written.)

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.

3

B) SHARE CERTIFICATES HELD BY THE SHAREHOLDER

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:

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:

NB:

In section (a) one of the option specified as (a), (b) and (c) shall be chosen. For options (b) and (d) explanations should be inserted

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.

4