MİGROS TİCARET A.Ş. — Proxy Solicitation & Information Statement 2023

Mar 20, 2023

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 2022 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 11.04.2023, 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 integrated annual report for 2022,
3. Reading the independent auditor’s report concerning the Company’s 2022 activities and accounts,
4.Reading, deliberating, and voting on the financial statements for 2022,
5.Individually acquitting each of the members of the Company’s board of directors of their fiduciary responsibilities for the Company’s activities in 2022,
6.As required by Capital Markets Board regulations and by Corporate Governance Principles, approving the Company’s dividend distribution policy for 2023 and the following years,

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7. Discussing, approving, amending and approving,
or rejecting the Board of Directors’ proposal
concerning dividend distribution,
8. Election of the independent Board members and
other members of the Board of Directors and
determination of their terms of office,
9. Determining the fees and any kind of financial
benefits including bonus, premium, attendance fee,
etc. to be paid to the Board members, determining
the additional payment regarding the independent
Board members’ salaries in 2022,
10. 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,
11. Providing information about the donations and
assistance granted by the Company in 2022;
determining an upper limit on donations and
assistance to be granted in 2023,
12. Within the framework of the Capital Markets
Board’ decision dated 09/02/2023 and numbered
8/174; voting on the Board of Directors’ resolution
regarding granting donations and assistance to the
earthquake victims,
13. 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 2022,
14. Informing the shareholders on the transactions, if
any, made in 2022 within the context of Article 1.3.6.
in Annex-I of the Corporate Governance
Communiqué (II-17.1) of the Capital Markets Board,
15. 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,
16. Closing.
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(*) 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.

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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.

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