ÜLKER BİSKÜVİ SANAYİ A.Ş. — Proxy Solicitation & Information Statement 2017

Aug 10, 2017

POWER OF ATTORNEY

I hereby appoint …………………….…………. as my proxy to represent myself, to vote, to submit proposals and to sign the necessary documents in accordance with the below specified scope at the Extraordinary General Assembly Meeting of ÜLKER BİSKÜVİ SANAYİ A.Ş. on 07.09.2017 11.00 at the Company headquarter “Kısıklı Mahallesi, Ferah Caddesi No:1 Büyükçamlıca Üsküdar/İstanbul”

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.

down in the minutes of the general assembly.	down in the minutes of the general assembly.
Agenda Items (*)		Accept	Reject	Dissenting Opinion
1. Opening and election of Meeting Chairmanship,
	g p,
2. GivingGeneral M	authorization to Meeting Chairmanship about the signing ofeeting minutes,
3. Approval of election of Mehmet Aydın MÜDERRİSOĞLU as thenineth Board Member and third independent Board Member in additionto the existing Board of Directors along with 30.03.2017 dated and2017/08 numbered Board decision and the appropriate opinion ofCapital Markets Board; and determination of task period andremuneration,	al of election of Mehmet Aydın MÜDERRİSOĞLU as therd Member and third independent Board Member in addition
	sting Board of Directors along with 30.03.2017 dated andumbered Board decision and the appropriate opinion of
4. Granting authority to Members of Board of Directors according toArticles 395 and 396 of Turkish Commercial Code,
5. Wish, requests and closing.

(*) The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another

draft resolution, necessary arrangements should be made to enable them vote by proxy.

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) Order and Serial(*)

b) Number / Group (**)

c) Amount-Nominal Value

ç) Share with voting power or not

d) Bearer-Registered(*)

e) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically.

**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 (Central Registration System) Number: Address:

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