MİGROS TİCARET A.Ş. — Proxy Solicitation & Information Statement 2018

Jun 1, 2018

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 2017 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 15.05.2018, at 15:00.

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.

the general assembly meeting.
Agenda Topics (*)	Acceptance	Rejection	Dissention
**1.**Opening the meeting and electing the presidingcommittee; authorizing the presiding committee tosign the minutes of the annual general assemblymeeting,
**2.**Reading and deliberating the annual reportconcerning the Company’s 2017 activities andaccounts,
3.Readingtheindependentauditor’sreportconcerning the Company’s 2017 activities andaccounts,
**4.**Reading, deliberating, and voting on the financialstatements for 2017
**5.**Individually acquitting each of the members of theCompany’s board of directors of their fiduciaryresponsibilities for the Company’s activities in 2017,
**6.**Discussing, approving, amending and approving,or rejecting the Board of Directors’ proposalconcerning dividend distribution,

**7.**Election and replacement of the independentBoard members and other members of the Board ofDirectors nominated by the Corporate GovernanceCommittee, and determination of their terms ofoffice,
**8.**Determining the gross monthly fees and any kindof financial benefits including bonus, premium,attendance fee, etc. to be paid to the Boardmembers,
**9.**Approval or rejecting of the proposal of the Boardof Directors in relation to the amendment of thecurrent content of article 7 titled “Share Capital” ofArticles of Association of our Company provided thatthe necessary permissions of the Capital MarketsBoard and Republic of Turkey Ministry of Customsand Trade have been received and in the form whichreceived the permission, and authorization of theCompanyManagementtoconductallothertransactions related to the amendment of the Articlesof Association,
10.Providinginformationaboutthesociallybeneficial donations and assistance granted by theCompany to foundations and associations in 2017;determining an upper limit on donations andassistance to be granted in 2018 as required byCapitalMarketsBoardregulationsandtheCompany’s Articles of Association,
**11.**Voting on the Board of Directors’ selection, uponthe recommendation of the Audit Committee, of theCompany’s independent auditors as required byCommuniqué on capital market independent auditingstandards published by the Capital Markets Boardand by the Turkish Commercial Code,
12.AsrequiredbyCapitalMarketsBoardregulations, providing information about collateral,pledges, and mortgages granted by the Company infavor of third parties in 2017,
**13.**Authorizing any shareholders who may be incontrol of the Company’s management, Board ofdirectors and senior managers – as well as theirspouses and their relatives, whether by blood ormarriage unto the third degree – to engage inbusiness and transactions subject to the provisionsof articles 395 and 396 of the Turkish CommercialCode and of Capital Markets Board regulations;providing shareholders information about suchtransactions made by these aforementioned personsand related parties in 2017,

(*) 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

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:

NB:

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.

3