Corporate

Message of the Chairman

Honored partners,

Economic And Sectoral Assessment

Because of the impact of the coronavirus outbreak not just on our own country but on the whole world, 2020 is a year that we will not easily forget for a very long time. Owing to the effects of the epidemic and to the measures taken and restrictions imposed to deal with them, everyday life and economic activity occasionally came to a standstill and unemployment, on the rise everywhere in the world, became a serious issue. To help businesses suffering from the pandemic, many countries’ governments unveiled support packages and launched low-cost credit programs while their monetary authorities adopted expansionary monetary policy stances.

Here in our own country, where many sectors likewise struggled to cope with the pandemic, increased demand for food products and a huge rise in at-home consumption made food retailing one of a very few business lines that were able to remain strong and go on contributing to economic growth. Migros for its own part took every possible measure both throughout its stores and in its administrative units needed to prevent the spread of infection, to protect customers and employees, and to provide a safe and healthy shopping environment. Joining forces with its suppliers and thanks also to the great dedication of its employees, Migros was able to ensure uninterrupted access to foods and other necessities even during the earliest days of the pandemic.

Strategies and Operational Performance

While contending with the pandemic conditions that prevailed, for Migros 2020 was also a year in which growth and investments emerged to the fore. Despite the year’s tough operational challenges, the company continued to undertake investments. In 2020, 183 new stores were opened. Thus, the Company’s store portfolio reached 2,319 stores. In addition to these new store openings, Migros also continued to invest in its online operations: both operational capacity and the service network were substantially expanded during the year in order to respond to rapidly-growing demand. As of end-2020, Migros was in the position of supplying online service to customers in all 81 of Turkey’s provinces. One of the most crucial lessons taught by the pandemic is the importance of having a strong presence in both physical stores and online channels.

Owing in part to the company’s physical growth but also to the contributions made by its online operations, consolidated sales were up by around 25.9% year-on-year in 2020 and reached TL 28.8 billion. The company continued to generate strong cashflow through the conduct of its operations last year and, despite higher costs arising from the effects of the pandemic, Migros’ EBITDA reached TL 2.35 billion and its EBITDA margin was 8.2%.

Food retailing is an extremely competitive sector in Turkey and increasingly more stores are being opened year after year. Another thing we’re witnessing is that the pandemic is also attracting new players into online channels. However, Migros continues to grow sustainably and to gain new market share.

A Healthier Balance Sheet

Esteemed partners, there is a matter concerning our company’s balance sheet to which I think it is especially important to draw your attention. Migros substantially reduced its exposure to EUR-denominated debt during 2020 and, as of April 2021, it carried no EUR-denominated debt at all. This is an achievement which has both eliminated a serious balance sheet risk and strengthened our company’s balance-sheet structure.

Migros’ Credibility

Migros’ credibility and the confidence it inspires manifest themselves not just among consumers but also among financial institutions, the latter especially owing to the significant improvements in its financial position. In July 2020, the international credit rating agency Fitch Ratings upgraded Migros’ national long-term credit rating from ‘A+(tur)‘ to ‘AA(tur)‘ with a “Positive” outlook.

The improvements in our company’s operational and financial performance are also being looked on favorably by domestic and international investors. Migros’ market capitalization was up by more than 75% in 2020 and the company’s publicly-traded shares attracted even stronger interest among international investors.

Good Agriculture, Good Future

Esteemed partners Migros strives at all times to keep its customers supplied with food products that are affordable, healthy, and fresh. We live in a country the richness and productivity of whose agricultural resources are like those of no other country in the world. That is why the Anatolian heartland has been the home of many different civilizations throughout history; its soil remains as generous and bounteous as ever even today. For our own part, we strive to be equally generous and bounteous in our attention to the land. For more than a decade, we have been supplying our customers with agricultural produce that conforms to the set of Good Agricultural Practices published by the government. We contribute to agricultural sustainability by educating farmers and making them aware of the need for fresh fruits and vegetables that are wholesome and whose sources are known. We support our country’s farmers, producers, and smallholders in other ways as well: we support the more widespread cultivation of local heritage crops; we introduce local culinary specialties to consumers around the country by stocking them in our stores; we encourage growers to plan production more carefully by entering into procurement contracts with them; we work increasingly more closely with the Agricultural Credit Cooperatives. In these and all of our other efforts, our actions are guided by our belief that having access to healthy and affordable fruits and vegetables is everyone’s right and that we have a responsibility to future generations to see to it that they do.

Expectations for the Future

Esteemed partners, in 2021 and the years ahead we intend to continue focusing on growth, on opening new stores, on investing in our online operations, and on creating new business lines as we seek to keep pace with our rapidly-changing world. We will also continue to increase our productivity while simultaneously keeping our costs under control. We will make every possible effort to create even more value for all our stakeholders. I am hopeful that the future will be even better and brighter for Migros and for all of us.

I wish you, your families, and your loved ones the very best of health as we advance into that future.

Very truly yours,

Tuncay Özilhan

Chairman of the Board of Directors

Migros Ticaret A.Ş.

Message of the CEO

Valued Migros stakeholders:

Economic Review and Migros’ Position in the Sector

Although our country’s economic indicators were signalling strong growth ahead at the outset of 2020, the pandemic that engulfed the whole world beginning in March transformed that picture beyond recognition. We have just completed a most challenging and volatile year during which we experienced a sudden the economic contraction in the second quarter followed by a rebound as a process of normalization got under way in the summer. Although the global economy shrank to a considerable degree in 2020, the Turkish economy still managed to grow 1.8% year on year.

As these extraordinary events unfolded, Migros managed to keep its supply chains alive from the very first day thanks to employees whose dedicated efforts ensured that customers were kept supplied with food and other basic necessities despite the most difficult of working conditions. To cope with rising customer demand, our Company opened new stores, substantially increased the capacity of its online operations, hired thousands of new personnel, and introduced a variety of innovative practices to make customers’ lives easier.

While retailing in general registered strong growth last year, we witnessed across-the-board expansions in both the organized and unorganized food-retailing markets. Migros for its part continued to distinguish itself and to strengthen its position in the sector by virtue of its range of affordable products, service quality, and omnichannel capabilities.

Financial and Operational Performance

Migros’ consolidated sales grew by around 25.9% year-on and reached TL 28.8 billion in 2020. Our Company opened 183 new stores in 2020 and total number of stores reached 2,319 by year end 2020.

Our online sales tripled in 2020 compared to the previous year thanks to increased service capacity and made a truly significant contribution to the company’s consolidated growth. Last year, Migros spent a total of TL 539 million on investments to support its growth in both physical and online channels, to improve existing infrastructure resources, and to put new technologies into service.

Although doing business in the midst of a pandemic increased our operational costs, Migros nonetheless booked a consolidated EBITDA (earnings before interest, taxes, depreciation, and amortization) of TL 2.4 billion in 2020 with an EBITDA margin of 8.2%. However, interest expenses and especially FX rate hikes necessitated a variety of financial charges with the result that Migros posted a net loss of TL 403 million in 2020. Nevertheless the resources generated by our operations in 2020 along with earnings received from asset sales allowed us to improve the health and structure of our balance sheet by reducing our exposure to FX-denominated debt: at end-2019, our company showed a gross FX debt of EUR 430 million on its books; as of April 2021, it had none at all. In line with our decision to exit from our foreign operations, we will be focusing entirely on our domestic operations in 2021 and we plan to open at least 170 new stores, to hire 6,500 new employees, and to invest approximately TL 600 million.

Coping with the Pandemic Environment

Conducting operations under the conditions dictated by the pandemic, last year was extremely challenging for all of us. Owing to restrictions imposed in many countries around the world, our conventional notions of social life and work life lost much of their meaning and the ways in which companies organize their operations and do business were also affected.

Doubtless very few people could ever have imagined that a public health problem could occur on such a global scale or that its impact on everyday life and business could be so severe. When putting together our 2020 budget and formulating our strategies for the period ahead we could not have foreseen even early on that the effects of a pandemic would force us to change our expectations many times in the course of the year. Perhaps we have never witnessed such a game-changing year as 2020, a year in which what we had anticipated and what actually occurred were so different from each other. On the other hand, we have seen once again how capable Migros’ management and personnel can be when adapting to and dealing with changing conditions.

In previous years, while many retailers in many countries focused exclusively on increasing customer footfalls in their physical stores, as Migros, we focused on “the growth through omnichannel strategy” at the beginning of 2019. At that time, Migros’ online operations were accessible only in 30 cities in Turkey. We made our plans accordingly and set ourselves and announced a target of serving all 81 cities by the end of 2020. Of course back then, nobody could have anticipated an epidemic on such a global scale. However, when restrictions radically altered shopping habits at a time when our customers were most in need of us, we stepped in quickly to satisfy their new expectations. The teams that we had set up throughout the company knew what needed to be done: the target dates on previously made short and long-term plans were quickly moved forward; the number of online service stores tripled; our supply-chain channels were kept open; thousands of new people were hired in the course of just a couple of weeks; some of our stores in shopping malls, which were closed due to pandemic-related restrictions, were temporarily converted into darkstores to support our online operations. The result was that by midyear, Migros’ online operations were being provided in all 81 cities in Turkey. To sum up, we adapted quickly to pandemic conditions and we are emerging from this process even stronger than we were when we embarked upon it. What made and kept us strong last year were our omnichannel strategy, our ability to adapt to change, our planned rather than haphazard responses, our agile and goal-focused teams, and our bedrock culture of getting the job done which we have worked so diligently to foster over many years.

Coping with the Future

Esteemed partners, we can be certain that henceforth we’ll be encountering even more competition in the online channel because the pandemic has made it more attractive to new players. We can be certain also that more retailers, more entrepreneurs, and more new companies are going to invest in this channel and that in turn they will be followed by still more. For our own part, we will continue to expand our online operations with the support of our bricks & mortar retailing channel by offering even more competitively priced products and by managing those operations even more efficiently through new technologies such as our TARO robotic order-picking system.

However, what’s more important for us now than what happened last year is what the future has in store for us. And for that our teams have already begun formulating strategies that will enable us to be the first to exploit every opportunity that may arise from whatever changes may occur in the post-pandemic landscape.

We have installed kitchens in some Migros and Macrocenter stores that prepare ready-meals made from wholesome, natural ingredients. We’ve begun offering our customers choice examples of traditional Anatolian and international cuisine in those stores and also through online operations. We’ve launched our Pizza Mi-Go brand of pizzas freshly baked in our in-store ovens. We’ve introduced and are making use of blockchain technology to provide our customers with end-to-end fresh-produce handling transparency: using the “Migros Blockchain” feature of the Migros Mobile App, customers can easily get information about how more than 750 fruits and vegetables bearing the “Migros Blockchain” logo have moved from field to shelf.

In addition to exploring new business lines that are capable of contributing to our future growth and development, we’re also working on a variety of new store formats, one of them being a 24/7 self-service store. On the other hand, our MoneyPay digital-wallet mobile app is equipped with such features as contactless payment, money transfers, new payment options for consumers, and allocated credit limits that customers can use to pay for their shopping purchases. Launched last year, MoneyPay is a new Migros subsidiary that is currently gearing up to enable our company to tap into the new opportunities made possible by next generation financial technologies.

Migros’ response to consumers’ heightened health, quality, trust, and environmental concerns as the pandemic process unfolds is informed by its many years of experience with addressing such issues. Our efforts in such areas as promoting healthy lifestyles, reducing food and plastic waste, farming sustainably, combating climate change, standardizing and clarifying product information, and upholding gender and equality opportunity gain increasingly greater strength through practices capable of serving as benchmark references not just in our own country but throughout the world.

Lean Transformation is Good For You

Esteemed Migros stakeholders, the Migros approach to management is one that is both flexible and agile. We are confronted by conditions that change with dizzying speed day by day. That, along with stiffer competition, means that the only way to keep pace with changing customer expectations is through strategies that are both insightful and correct. Traditional organizational structures and ways of doing business are simply incapable of supporting sustainable growth and development anymore.

With this in mind, as Migros, we must embrace a lean and value driven transformation process that fixes on the customer as its polestar. Since change is always going to be a part of our life, we must address transformation processes not as disconnected “projects” but rather as a part of the continuous development philosophy that underlies how we do business. We continue move forward with passionate Migros employees who are open to change and who constantly improve both themselves and what they do.

As Migros advances surefootedly towards its rightful place among the future’s leading retailers, we must all work to create a better future for Migros’ customers and employees and indeed for all of its stakeholders.

I offer you all my respects,

Ö. Özgür TORT

Board Member & CEO

Migros Ticaret A.Ş.

Company	: Migros Ticaret A.Ş.
The Date of Foundation*	: 19.03.2008
Trade Registry Office	: İstanbul Trade Registry Office
Trade Registry Number	: 659896
Tax Administration	: Büyük Mükellefler Vergi Dairesi
Tax ID	: 6220529513
Address	: Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir/İstanbul
Telephone	: 0216 579 30 00
Fax	: 0216 579 35 00
Corporate Web Site	: www.migroskurumsal.com
E-mail	: malimigros@migros.com.tr
Capital	: 181.054.233 TL
Stock Exchange	: Borsa İstanbul
Listing Year at the Stock Exchange**	: 2009
Symbol	: MGROS.IS

(*): Migros Türk T.A.Ş. and Moonlight Perakendecilik ve Ticaret A.Ş., established in March 19, 2008, were merged on April 30, 2009. Moonlight changed its name to Migros Ticaret A.Ş. subsequent to the merger.

(**): It is the first listing date of Migros Ticaret A.Ş. in ISE following the merger with Migros Türk T.A.Ş.

Migros Türk T.A.Ş. was founded in 1954 in İstanbul through the joint initiatives of the Swiss Migros Cooperatives Union and the İstanbul Municipality. Embracing the mission of procuring food supplies and consumables with 45 retail shopping cars to the customers, Migros opened its first store in Beyoğlu at the Fish Market in 1957. The year of 1975 marked the acquisition of the majority shares of Migros by Koç Group, upon which the number of stores grew rapidly.

Following Koç Group's decision to dispose of its majority stake in Migros and discontinue activities in the retail sector, Koç Holding's 50.83% stake in Migros was transferred to Moonlight Perakendecilik ve T.A.Ş. which was owned by MH Perakendecilik ve T.A.Ş. on 30 May 2008. Moonlight Perakendecilik ve T.A.Ş. and Migros Türk T.A.Ş were merged and the Company name was changed as Migros Ticaret A.Ş. in 2009.

Migros which leads the modern retail sector in Turkey meets both food and non-food needs of the customers in its stores with wide space. Migros, with more than 60-year experience, aims to serve its customers, investors, employees and suppliers in the best way and focuses on customer satisfaction. The Company will continue investing and pioneer practices with its dynamic identity.

In July 2015, Anadolu Endüstri Holding A.Ş. became the indirect owner of 40.25% of Migros shares by acquiring 80.5% stake in MH Perakendecilik ve T.A.Ş. In May 2017, AG Anadolu Grubu Holding A.Ş. became the indirect owner of 50% of Migros shares by becoming the sole owner of MH Perakendecilik ve T.A.Ş.

On 26 January 2021, Kenan Investments S.A. sold its Migros Ticaret A.Ş. shares. After the mentinoned transaction, the share ownership of Kenan Investments S.A. and the funds managed by BC Partners’ subsidiaries decreased to 0%. The free float of Migros increased to 49,18% as of 26 January 2021.

In 2020, Migros opened 105 Migros (including 79 M, 21 MM and 5 MMM), 71 Migros Jet, 5 Macrocenter and 2 Wholesale stores in Turkey. Thus, a total of 183 new stores were opened in 2020. As of 31 December 2020, Migros operates 735 M, 406 MM, 142 MMM, 865 Migros Jet, 64 Macrocenter, 55 hypermarkets and 22 Wholesale stores across all seven geographic regions of Turkey. Through its foreign subsidiaries, the global number of its stores has come to 2.319 with 30 stores.

Stores Opened in 2020

M Migros Jet (71 stores); Afyonkarahisar (1), Ağrı (1), Ankara (1), Antalya (7), Aydın (3), Balıkesir (2), Bursa (4), Çanakkale (2), Diyarbakır (1), Erzincan (2), Erzurum (1), Gaziantep (2), Hatay (2), Isparta (3), İstanbul (9), İzmir (6), Karabük (1), Karaman (1), Kırklareli (1), Konya (1), Kütahya (1), Manisa (2), Mersin (4), Muğla (6), Niğde (1), Siirt (1), Sivas (1), Tekirdağ (1), Tokat (1), Trabzon (1), Yalova (1)

M (79 stores); Adana (5), Amasya (2), Ankara (3), Antalya (9), Balıkesir (4), Bursa (2), Çanakkale (3), Denizli (1), Edirne (1), Eskişehir (1), Gaziantep (3), Hakkari (1), Hatay (1), İstanbul (8), İzmir (4), Kırklareli (1), Kocaeli (2), Konya (1), Malatya (2), Mardin (2), Mersin (5), Muğla (2), Niğde (1), Ordu (1), Samsun (1), Siirt (1), Sinop (1), Şanlıurfa (1), Şırnak (1), Tekirdağ (2), Van (2), Yalova (2), Zonguldak (3)

MM (21 stores); Adana (1), Ankara (7), Bursa (1), Gaziantep (1), Isparta (1), İstanbul (6), İzmir (1), Sakarya (1), Samsun (1), Zonguldak (1)

MMM (5 stores); Ankara (2), Antalya (1), Düzce (1), İstanbul (1)

Macrocenter (5 stores); Ankara (1), İstanbul (3), İzmir (1)

Wholesale (2 stores); İstanbul (1), Trabzon (1)

Migros Ticaret A.Ş. Articles of Association May 2022

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Chairman	: Tuncay Özilhan
Vice-Chairman	: Kamilhan Süleyman Yazıcı
Board Member	: Tuğban İzzet Aksoy
Board Member	: Mehmet Hurşit Zorlu
Board Member	: Esel Yıldız Çekin
Board Member	: Rasih Engin Akçakoca
Board Member	: Recep Yılmaz Argüden
Board Member	: Ömer Özgür Tort
Independent Board Member	: Hüseyin Faik Açıkalın
Independent Board Member	: Şevki Acuner
Independent Board Member	: Emre Ekmekçi
Independent Board Member	: Barış Tan

Dr. Ö. Özgür Tort, PhD joined the Business Development Department of Migros in 1996 and went on to lead, in chronological order, Project Management, International Investments Coordination and Customer Relationship Management (CRM). In 2002 he was posted as Chief Operations Officer of Ramstore retail operations in Russia where he stayed for the next four years before returning to Migros, Turkey as Chief Human Resources Officer in 2006. In 2008 Dr. Ö. Özgür Tort was appointed Chief Executive Officer of Migros and has served in this role ever since. In addition, since 2013 Dr. Ö. Özgür Tort has been a board member of the Consumer Goods Forum (CGF), a global organization formed by the world’s leading retailers and manufacturers. Between 2019 – 2021, he took over as the Co-Chair (retail) of the CGF. On the national level, Dr. Ö. Özgür Tort is the Vice Co-Chair of Food Retailers Association (GPD) and board member of the Turkish Federation of Shopping Centers and Retailers (TAMPF). In 2020, Tort became a board member of both GS1 Global and GS1 Turkey. Tort graduated from Istanbul Technical University with a BSc in Industrial Engineering and in addition holds an MS degree in Engineering Management from Missouri University of Science and Technology. He received his doctorate degree in Engineering Management from Marmara Üniversitesi..

Mustafa Murat Bartın, born in 1974, graduated from Middle East Technical University, department of Industrial Engineering. He started his professional career at Mİgros as an Industrial Engineer at R&D in 1995, and worked as Business Development Expert, R&D and Planning Project Leader, Marketing Manager of Migros Online. Between 2000 and 2009 he worked for Hewlett-Packard Turkey and held positions as E-Business Sales Manager, Pre-Sales Service Manager, Business Development Manager, Sales Manager, Consultant and Integration Country Manager respectively. He joined Migros as Information Technology and Business Development Director in 2009, and he was appointed as Chief Alternative Sales Channels Officer responsible from International operations, Wholesales and Online Retail Operations between 2015-2018; Chief Large Format&Online Retail Officer between 2018-2020. Bartın has been Chief Operations Officer since July 2020. He is married and has two children.

EEkmel Nuri Baydur, born in 1968, graduated from Marmara University , faculty of Business Administration. He started his professional career at Yapı Kredi Bank as a Product Manager in 1992. He joined Migros Ticaret A.Ş in 1995. He held positions as Marketing Specialist and Marketing Manager in various categories in Dry Grocery Marketing. He was appointed as Marketing Group Manager for Fruit and Vegetables in 2002. Between 2011 and 2021 he served as Fruits , Vegetables and Meat Marketing Group Manager and Fruits, Vegetables and Meat Marketing Director respectively; and also became responsible for management of Meat Production Facility. Baydur has been Chief Marketing Officer since February 2021. He is married and has three children.

Ferit Cem Doğan, born in 1969, graduated from Middle East Technical University, Faculty of Economics in 1991. Following his graduate studies in Department of Economics at University of Oslo, Norway, he started his career at Philip Morris Corporate Services, Zurich, Switzerland as a Senior International Auditor in 1995. From 2001 to 2006, he held the positions at Kraft Foods as Internal Controls & Projects Manager, London, UK; Financial Controller, Dubai, U.A.E; Finance Manager, Bremen, Germany. He worked at Emaar Properties as Chief Financial Officer between 2006 - 2008. He has been with Migros Ticaret A.Ş. since 2009 as Finance Director. In February 2019, he took on his current position as Chief Financial Officer.

Hakan Şevki Tuncer, born in 1963, completed his undergraduate education at the 9 Eylül University, Faculty of Economics and Administrative Sciences, Department of Labour Economics and Industrial Relations. He began his career in Migros working as Assistant Store Manager between 1988 and 1989 and was then promoted to Store Manager in 1989, a position he held until 1991. From 1991 to 1996 he worked as Regional Sales Manager and then from 1997 to 2005 as District Manager. Between 2005 and 2007 he held the post of Assistant General Manager of Ramenka, Moscow before moving on to Enka TC Moscow where he also worked the Assistant General Manager until 2008. He worked as Assistant General Manager of Migros responsible for Store Operations in Migros between 2008 and 2010. Between 2011 - 2015, Tuncer worked as Chief Operating Officer responsible for store operations, including expansion and store management for Tansaş operations. Between 2015-2022, Tuncer worked as Chief Expansion and Property Officer. And Since February 2023 he has working as Chief Expansion, Property & Construction Officer.

Bülent Kuntay, born in 1966, graduated from Ege University, Department of Food Engineering. He started his career in Migros as Store Management Trainee in 1990. He worked as Assistant Store Manager, Store Manager, İzmir Operating Assistant Manager, İzmir Operating Manager, Supply Chain and Logistics Director (Russia), Distribution Centers Manager, Supply Chain Group Manager, Supply Chain and Logistics Group Manager respectively. He was appointed as Supply Chain and Logistics Director in 2013. Since January 2019, Kuntay has been working as the company’s Chief Supply Chain & Logistics Officer . He is married and has two children.

Kerim Tatlıcı, born in 1969, graduated from Istanbul Technical University, faculty of Mathematics Engineering. He completed an MBA program at Koç University. He started his professional career as Assistant Manager of Store Automation in 1993. He worked as the Central Automation Manager between 1999-2002, the Software Development and Implementation Manager between 2002 and 2005, the Information Technology Manager between 2005 and 2011; and the Information Technology Group Manager between 2011 and 2014. In 2014, he was appointed as Information Technology and Business Development Director. Since January 2019, he has been working as the company's Chief Information Officer. He is married and has two children.

Olcay Yılmaz , born in 1975, completed her undergraduate studies at Yıldız Technical University, Faculty of Industrial Engineering in 1996. She started her professional career at Eczacıbaşı Karo Seramik as Production Planning Specialist, in 1996. Yılmaz joined Migros Group in 1998, as an Industrial Engineer at R&D and Planning department. Between 2001 and 2005 she worked as Project Group Associate and Group Leader at Project Management Department. She was appointed as HR Planning and System Development Manager in 2005. Between 2010 and 2018 she worked as HR Planning and Recruitment Manager, Human Resources Group Manager and Human Resources Director respectively. In February 2019, she took on her current position as Chief Human Resouce Officer, responsible for Human Resources, Training and Industrial Relations. She led several HR functions as recruitment, employer branding, training and development, talent management, compensation, planning and system development during her Migros career. She is married and has one child.

Independent Auditor
“PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.” was selected as the independent auditor of Migros Ticaret A.Ş. for the fiscal year of 2022 at the Ordinary General Assembly Meeting which was held on 21 April 2022, as per the Turkish Commercial Code and the legislations of Capital Markets Board.

2022
In accordance with the Board of Directors resolution, it was resolved that, within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board ("CMB"), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee.

The committees of our Company comprise of the following members.

Audit Committee: Şevki Acuner (President), Barış Tan (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Hüseyin Faik Açıkalın (President), Esel Yıldız Çekin (Member), Recep Yılmaz Argüden (Member), Mehmet Hurşit Zorlu (Member), Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Şevki Acuner (President), Hüseyin Faik Açıkalın (Member), Tuğban İzzet Aksoy (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2021
In accordance with the Board of Directors resolution, it was resolved that, within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board ("CMB"), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee.

The committees of our Company comprise of the following members.

Audit Committee: İzzet Karaca (President), Şevki Acuner (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Hüseyin Faik Açıkalın (President), Esel Yıldız Çekin (Member), Recep Yılmaz Argüden (Member), Mehmet Hurşit Zorlu (Member), Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Şevki Acuner (President), Hüseyin Faik Açıkalın (Member), Tuğban İzzet Aksoy (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2020
In accordance with the Board of Directors resolution dated 20 May 2020, it was resolved that, within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board ("CMB"), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee.

Audit Committee: İzzet Karaca (President), Şevki Acuner (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Hüseyin Faik Açıkalın (President), Esel Yıldız Çekin (Member), Recep Yılmaz Argüden (Member), Mehmet Hurşit Zorlu (Member), Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tom Heidman (President), Talip Altuğ Aksoy (Member), Hüseyin Faik Açıkalın (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2019
In accordance with the Board of Directors resolution dated 29 May 2019, it was resolved that, within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board ("CMB"), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee.

Audit Committee: İzzet Karaca (President), Şevki Acuner (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Hüseyin Faik Açıkalın (President), Kamilhan Süleyman Yazıcı (Member), Recep Yılmaz Argüden (Member), Mehmet Hurşit Zorlu (Member), Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tom Heidman (President), Talip Altuğ Aksoy (Member), Hüseyin Faik Açıkalın (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2018
In accordance with the Board of Directors resolution dated June 20, 2018, it was resolved that, within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee. The committees of our Company comprise of the following members.

Audit Committee: İzzet Karaca (President), Şevki Acuner (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Hüseyin Faik Açıkalın (President), Kamilhan Süleyman Yazıcı (Member), Recep Yılmaz Argüden (Member), Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tom Heidman (President), Talip Altuğ Aksoy (Member), Hüseyin Faik Açıkalın (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2017
In accordance with the Board of Directors resolution dated May 08, 2017, it has been resolved that within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committee and that the committees of our Company shall comprise of the following members.

Audit Committee: İzzet Karaca (President), Jacob Cornelio Adriano de Jonge (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Jacob Cornelio Adriano de Jonge (President), Nikolaos Stathopoulos (Member), Mehmet Hurşit Zorlu (Member), İzzet Karaca (Member) and Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tayfun Bayazıt (President), Hakkı Hasan Yılmaz (Member) and Erkin Yılmaz (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2016
In accordance with the Board of Directors resolution dated April 28, 2016, it has been resolved that within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board (“CMB”), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committees and that the committees of our Company shall comprise of the following members as of the date of April 28, 2016.

Audit Committee: İzzet Karaca (President), Jacob Cornelio Adriano de Jonge (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Jacob Cornelio Adriano de Jonge (President), Nikolaos Stathopoulos (Member), Mehmet Hurşit Zorlu (Member), Can Çaka (Member) and Affan Nomak (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tayfun Bayazıt (President), Jacob Cornelio Adriano de Jonge (Member), Hakkı Hasan Yılmaz (Member), İzzet Karaca (Member), Mehmet Hurşit Zorlu (Üye) and Erkin Yılmaz (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via malimigros@migros.com.tr e-mail addresses.

2015
In accordance with the Board of Directors resolution dated July 15, 2015, it has been resolved that within the scope of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board (“CMB”), the Corporate Governance Committee shall be responsible for the duties of the Nomination Committee and Remuneration Committees and that the committees of our Company shall comprise of the following members as of the date of July 15, 2015.

Audit Committee: Hakkı Hasan Yılmaz (President), Jacob Cornelio Adriano de Jonge (Member)
Click here for working principles of the Audit Committee.

Corporate Governance Committee: Jacob Cornelio Adriano de Jonge (President), Nikolaos Stathopoulos (Member), Mehmet Hurşit Zorlu (Member), Can Çaka (Member)
Click here for working principles of the Corporate Governance Committee.

Early Recognition of Risk Committee: Tayfun Bayazıt (President), Jacob Cornelio Adriano de Jonge (Member), Salih Metin Ecevit (Member), Mehmet Hurşit Zorlu (Member), Erkin Yılmaz (Member)
Click here for working principles of the Early Recognition of Risk Committee.

The stakeholders are welcomed to contact the Audit Committee, the Corporate Governance Committee and the Early Recognition of Risk Committee via  malimigros@migros.com.tr and yatirimci@migros.com.tr e-mail addresses.

2013- 2015

Audit Committee:	Tayfun Bayazıt
	Hakkı Hasan Yılmaz

Corporate Governance Committee:	Hakkı Hasan Yılmaz
	Nicholas Stathopoulos
	Affan Nomak

Early Recognition of Risk Committee:	Jacob Cornelio Adriano de Jonge
	Tayfun Bayazıt
	Stefano Ferraresi
	Erkin Yılmaz

2012
It has been resolved that the Audit Committee consisted of 2 Independent Board Members and Hakkı Hasan Yılmaz and Tayfun Bayazıt were elected as the members of the Audit Committee of our company. In accordance with the regulations of CMB Tayfun Bayazıt was elected as the President of the Committee

Within the consistence of the regulations of CMB and Corporate Governance Principles Hakkı Hasan Yılmaz, Nicholas Stathopoulos and Affan Nomak were elected as the members of the Corporate Governance Committee of our company. In accordance with the regulations of CMB Hakkı Hasan Yılmaz was elected as the President of the Committee.

Within the consistence of the Turkish Code of Commerce, the regulations of CMB and Corporate Governance Principles Tayfun Bayazıt, Jacob Cornelio Adriano de Jonge, Stefano Ferraresi and Erkin Yılmaz were elected as the members of the Early Recognition of Risk Committee of our company. In accordance with the regulations of CMB Jacob Cornelio Adriano de Jonge was elected as the President of the Committee.

2011
At the board of directors meeting of our company held on 01 August 2011, Stefano Ferraresi and Evren Rıfkı Ünver have been elected as the members of the Audit Committee.

2010
At the board of directors meeting of our company held on 14 June 2010, Stefano Ferraresi and Evren Rıfkı Ünver have been elected as the members of the Audit Committee.

2009
At the board of directors meeting of our company held on 07 October 2009, Stefano Ferraresi and Evren Rıfkı Ünver have been elected as the members of the Audit Committee.

2008
At the board of directors meeting of our company held on 22 October 2008, Stefano Ferraresi and Evren Rıfkı Ünver have been elected as the members of the Audit Committee.

The audit committee scrutinized the audit conducted and the independent auditors’ report as of 31 December 2008. Based on this review, pursuant to the provisions of the CMB communiqué XI:25, the committee opinion was communicated to our Board of Directors that the post-consolidation financial statements prepared in accordance with the accounting principles as published by the CMB fairly represent the Company’s actual financial status on 31 December 2008 and the actual operational results for the said period

2007
Uğur Çatbaş and Oktay Irsıdar have been elected by our Board of Directors as the members of the audit committee set up pursuant to the CMB communiqué X:19.

The audit committee scrutinized the audit conducted and the independent auditors’ report as of 31 December 2007. Based on this review, pursuant to the provisions of the CMB communiqué XI:25, the committee opinion was communicated to our Board of Directors that the post-consolidation financial statements prepared in accordance with the accounting principles as published by the CMB fairly represent the Company’s actual financial status on 31 December 2007 and the actual operational results for the said period.

2006
Uğur Çatbaş and Oktay Irsıdar have been elected by our Board of Directors as the members of the audit committee set up pursuant to the CMB communiqué X: 19.
The audit committee scrutinized the audit conducted and the independent auditors’ report as of 31 December 2006. Based on this review, pursuant to the provisions of the CMB communiqué XI: 25, the committee opinion was communicated to our Board of Directors that the post-consolidation financial statements prepared in accordance with the accounting principles as published by the CMB fairly represent the Company’s actual financial status on 31 December 2006 and the actual operational results for the said period.

2005
Uğur Çatbaş and Oktay Irsıdar have been elected by our Board of Directors as the members of the audit committee set up pursuant to the CMB communiqué X: 19.
The audit committee scrutinized the audit conducted and the independent auditors’ report as of 31 December 2005. Based on this review, pursuant to the provisions of the CMB communiqué XI: 25, the committee opinion was communicated to our Board of Directors that the post-consolidation financial statements prepared in accordance with the accounting principles as published by the CMB fairly represent the Company’s actual financial status on 31 December 2005 and the actual operational results for the said period.

Corporate Governance Principles Compliance Report 2021	view PDF
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Corporate Governance Principles Compliance Report 2014	view PDF
Corporate Governance Principles Compliance Report 2013	view PDF
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Corporate Governance Principles Compliance Report 2011	view PDF
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Additional Info on Board of Directors 2021

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Click here in order to reach our Sustainability and CSR section

In the Board of Directors Meeting of our Company dated 01.03.2016;

It has been unanimously decided that, the Dividend Policy of the Company will be submitted to the attention of shareholders as stated below at the Ordinary General Meeting of 2015,

“In line with the Company's long-term strategies, investments and financing plans and profitability, the amount of dividend, which determined by the Board of Directors and submitted for the approval of the General Assembly, computed in accordance with the CMB communiqués and regulations, can be distributed in cash or in the form of bonus shares of stock, or some combination of the two, or retain in the Company.

If General Assembly approves dividend distribution; due dates for distribution will be either decided individually by the General Assembly or General Assembly may authorize Boards of Directors. In any case, distribution should start the latest by the end of the fiscal year, in which the General Assembly approves the dividend distribution. Additionally, distribution is complied with all other requirements stated in Capital Market Law and CMB communiqués.

There are no preferred stocks and any individual to take part in the profits other than shareholders in the Company.

This is the Company's policy for the next three years. Any change in this policy will be publicly disclosed.”

In the Board of Directors Meeting of our Company dated 01.03.2016;

It has been unanimously decided that, the disclosure policy of our Company will be submitted to the attention of shareholders as stated below at the Ordinary General Meeting of 2015.

“Information shall be disclosed to the public correctly and in due time by taking into consideration those matters that fall under the scope of the Capital Markets Board’s Communiqué of Material Events (II-15.1) and other regulations with regard to public disclosures. In addition, any material information that could affect the decisions of shareholders and other stakeholders shall also be disclosed to the public. The following means of communication are used in order to disclose this material information to the public according to the qualifications of the information:

- Material event disclosures sent to the Public Disclosure Platform (“KAP”)
- Financial reports sent to the Public Disclosure Platform (“KAP”)
- Annual and interim reports
- Corporate website (www.migroskurumsal.com)
- Information and introductory documents prepared for stakeholders
- Prospectus, circular, announcements and other documents required to be prepared in accordance with the Capital Markets Regulatory Framework
- Press releases via written and visual media
- Announcements and declarations made via the Turkish Trade Registry Gazette and daily newspapers

In order to ensure easy access by shareholders to information disclosed to the public, such information is also announced on our corporate website. Disclosures made to the public (investor presentations, press bulletins, etc.) are published on our corporate website and in disclosing these, data distribution companies, written and visual media are also used in addition to the Public Disclosure Platform disclosures. The means of communication mentioned above shall be used, according to the type of the information, if guidance needs to be provided to the public as it is required by regulations.

The individuals who have access to insider information about the Company are disclosed to the public to ensure the confidentiality of the information till the public announcement is made. The names of the members of the Board of Directors and independent auditors of our Company and of those in senior management positions as well as any changes to the senior management during the year are presented in the Annual Report.

In case a disclosure is required according to CMB legislation regarding any news and speculations in the press and in the websites about the Company, the disclosure can be made via data distribution companies and/or written and visual media according to the type of the information. In order to ensure easy access by shareholders and other stakeholders to information disclosed to the public, such information is also announced on our corporate website.

The Disclosure Policy, which has been prepared by the Board of Directors and is updated according to the relevant regulatory framework as necessary, is disclosed to the shareholders during the General Assembly and is subsequently published on our corporate website. The Investor Relations Department correctly, accurately and in compliance with the principle of equality make every effort to respond to any questions directed by shareholders to the Company with regard to the Company’s disclosure policy.

Migros’ public disclosure policy requires it to share any and all information upon demand unless such information is a commercial secret or would provide a competitive advantage to third parties and would adversely affect the Company’s operations.

The disclosure policy which has been formulated and announced to the public and the profit distribution policy set forth in the Activity Report and our corporate website are being disclosed to the shareholders during the General Assembly Meetings.

The Turkish Commercial Code No. 6102, Capital Market Law No. 6362 and CMB legislations are taken into consideration in order to determine the individuals who have administrative responsibilities in the Company.”

“The Company may help or make donations to charitable funds, associations, universities and similar organizations and public legal entities in accordance with the principals set forth by the Capital Markets Board.

In the selection of the form and amount of the donation as well as the real or institutional entity to receive such a donation, compliance with Migros’ corporate social responsibility policies are adhered to.

Donations made by the Company in the fiscal year will be submitted for the information of the shareholders during the Annual General Assembly Meeting.”

In accordance with the Capital Markets Law and Capital Markets Board’s Dividend Communique No. II-19.1, the upper limit of the donations of the year 2021 is determined as TL 2,750,000 in the General Assembly Meeting. The amount of donations made by the Company to foundations and societies during 2020 is TL 1,805,848.32.

“Migros’ remuneration policy defines the remuneration system and procedure applicable to the Board Members and senior executives of the Company within the scope of those who have administrative responsibility under the relevant regulations. The rules set forth in capital markets legislation must be complied with in regard to the remuneration of senior executives and board members.

1. Members of the Board of Directors

Remuneration for the Board of Directors is determined by the shareholders during the General Assembly Meeting by taking into consideration the provisions of the Articles of Association of the Company. Stock options or payment plans based on the performance of the Company shall not be used while determining the salaries of the independent board members. In terms of the determination of the payment amount and payment type, it is possible to implement different payment schemes among board members, in accordance with the rules determined by the General Assembly.

If a Board Member is also employed as a senior executive in the Company at the same time, it is possible for such person to be paid a fixed salary and bonus payments in accordance with the remuneration policies for senior management.

2. Senior Management

Remuneration for senior management is composed of two components consisting of a fixed salary and a performance based bonus.

The fixed salaries for senior management shall be determined in compliance with international standards and legal obligations while taking into consideration factors such as the macroeconomic data in the market, salary policies applicable in the market, the size of the company and its long-term goals as well as the position of the relevant person.

The bonuses for senior management are calculated based on a bonus base, company performance and individual performance. Information on the criteria is summarized below:

Bonus Base: bonus bases are updated annually and vary depending on the size of the job required from the managerial position. The senior management bonus policies in the market will be taken into consideration in updating the bonus bases.
Company Performance: Company performance is calculated at the end of the year by measuring the financial (company’s consolidated turnover, company’s consolidated EBITDA, company’s consolidated net cash, etc) goals, which were set for the Company at the beginning of each year. The company’s targets shall be determined in line with the annual budget.
Individual Performance: Balanced scorecard methodology is used to define individual performance. Executive Management individual scorecards take into consideration various goals set in terms of Financial, Operational, Technological Innovation, Customer, and Employee related aspects.

In accordance with legislation, at the end of the year, shareholders are informed of the total amount of remuneration, which was determined according to above principles and paid to senior executives. The amounts pertaining thereto are included in the footnotes for the financial statements concerning the annual financial results of the relevant year.”

Click here for the Regulatory Disclosure of Migros Ticaret A.Ş.

Statement: Please click the Bildirim Sorgu tab to reach public disclosures of the Company.

Information regarding the increase of Migros Türk Ticaret A.Ş.’s share capital from YTL 176,266,866 to YTL 178,030,000

In Migros Türk Ticaret A.Ş.’s Board of Directors’ meeting held on 20 September 2007 and numbered 834, it was decided to increase the Company’s share capital by

YTL 1,003,247.86 from the subsidiary sale profit generated by the sale of the Ece Türkiye Proje Yönetimi A.Ş. shares to Ece Group,
YTL 331,994.77 out of the extraordinary reserves corresponding to other earnings from 2003, and
YTL 427,891.37 out of the extraordinary reserves corresponding to other earnings from 2004 for an aggregate increase in the amount of YTL 1,763,134 which is to be distributed to our shareholders in the form of bonus issue shares.

Migros Türk Ticaret A.Ş.’s existing outstanding capital of YTL 176,266,866 shall be increased by YTL 1,763,134 to YTL 178,030,000, remaining within our registered share capital ceiling of YTL 190,000,000.

Our shareholders are entitled to bonus issue shares from the shares representing the YTL 1,763,134 share capital increase at a rate of 1.000264% of their existing shares.

The shares representing the increased share capital have been registered by the Capital Markets Board on 23 October 2007, under the transaction no 86/1053.

Method of Application:
The right to receive bonus issue shares may be exercised at the application locations indicated below as of 9 November 2007. There is no deadline for the transaction to receive bonus issue shares.
Those shareholders whose shares are being followed by the Central Registry Agency in accordance with the regulations under the Capital Markets Legislation with respect to the dematerialization system (those shareholders whose shares are traded on the stock exchange) will receive their bonus issue shares in dematerialized form pursuant to Capital Markets Legislation.
Those of our shareholders whose shares are not followed under the regulations with respect to the dematerialized system, may exercise their right to receive bonus issue shares by presenting the new share coupons no 15 of their 11th issue, 12th issue and 13th issue share certificates.

Application Locations:
Yapı Kredi Yatırım Menkul Değerler A.Ş.
Address: Cumhuriyet Cad. Ferah Apt. No.233 34367 Harbiye-İstanbul

In Istanbul: Caddebostan Bağdat Caddesi, Suadiye, Nakkaştepe, Beylikdüzü, Bakırköy Dikilitaş, Kartal, Nuruosmaniye, Ataşehir Bulvar, Ataköy Atrium, Etiler Nispetiye Caddesi, Yeditepe, Yeniköy Yalılar, Feneryolu branches,
In Ankara Ankara, Ankara Bahçelievler, Çankaya Cinnah branches,
In Izmir İzmir, Karşıyaka Yalı, Bornova Hükümet Konağı branches,
In Bursa Fomara, Setbaşı Maviköşe branches,
In Antalya Aspendos Bulvarı branch,
In Eskişehir Porsuk branch,
In Adana Çukurova branch
In Kocaeli Kocaeli branch, and
In Mersin Mersin branch
of Yapı Kredi A.Ş Information on the increase of company capital from TRY 137,700,000 to TRY 158,355,000:

At the Annual General Meeting held on April 12th, 2006, it was decided to create an amount of TRY 71,451,976.27 as a reserve for contingencies. This reserve is to be calculated by subtracting TRY 2,253,355.73, which is to be set aside as the first issue legal reserves according to the Turkish Commercial Code, Securities Legislation and the clauses of the articles of association, from the remaining consolidated net profit of TRY 73,705,332.00, which remains after tax and after the dividend distribution to the main shareholder,

It was also decided to increase the issued capital from TRY 137,700,000 to TRY 158,355,000 within the registered capital limits. The dividend amounting to TRY 20,655,000, which is part of the distributable profits of TRY 53,920,573.70 established in accordance with the Securities Legislation, consists of

TRY 8,434,153.82 from the Excess Reserves corresponding to the Other Revenues for the year 1999,
TRY 10,272,901.77 from the Excess Reserves corresponding to the Other Revenues for the year 2002,
TRY 1,947,944.41 from the Excess Reserves corresponding to the Other Revenues for the year 2003,

shall be added to the capital.

The shares which represent the capital increase were registered by the Capital Markets Board on 01/05/2006 under the registration number 818/6960. Shareholders have the right to acquire the bonus shares of the increased capital of TRY 20,655,000 at the rate of 15% of their existing shares. Shareholders retain the right to apply for the new bonus shares at all branches of Yapı Kredi Bankası A.Ş and Yapı Kredi Menkul Değerler A.Ş (Head Office). There is no time limit to exercise the right to acquire bonus shares.

Applications:
Shareholders wishing to exercise the right to acquire new shares can make their applications at any branch of Yapı Kredi Bank or to the head office of Yapı Kredi Yatırım Menkul Değerler A.Ş. In order to receive the 13th issue shares, shareholders have to hand in the new share purchase coupons numbered 13 of the 11th issue or 12th issue shares.

Place of application:
Yapı Kredi Yatırım Menkul Değerler A.Ş.
Adress: Cumhuriyet Cad. Ferah Apt. No.233 34367 Harbiye-İstanbul

Yapı Kredi A.Ş.

In İstanbul Caddebostan Bağdat Caddesi, Suadiye, Nakkaştepe, Beylikdüzü, Bakırköy Dikilitaş, Kartal, Nuruosmaniye , Ataşehir Bulvar , Ataköy Atrium, Etiler Nispetiye Caddesi, Yeditepe, Yeniköy Yalılar, Feneryolu branches
In Ankara Ankara, Ankara Bahçelievler, Çankaya Cinnah branches
In İzmir Izmir, Karşıyaka Yalı, Bornova Hükümet Konağı branches
In Bursa Fomara, Setbaşı Maviköşe branches
In Antalya Aspendos Bulvarı branch
In Eskişehir Porsuk branch
In Adana Çukurova branch
In Kocaeli Kocaeli branch and
In Mersin Mersin branch

Information on the increase of company capital from TRY 55,080,000 to TRY 137,700,000 YTL:

It was decided to increase the company’s capital, in accordance with the decision of the board of directors dated 11/12/2003, from TRY 55,080,000 to TRY 137,700,000 within the registered capital limits and that this increase shall be covered in its entirity by the re-appraisal value increase fund.

Shares which represent the capital increase were registered by the Capital Markets Board on 29/12/2003 under the registration number 208/1550.

Shareholders have the right to acquire the bonus shares resulting from the rise in capital of TRY 82,620,000 at the rate of 150% of their existing shares. Shareholders retain the right to apply for the new bonus shares at any branch of Koçbank A.Ş and Koç Menkul Değerler A.Ş (Head Office). There is no time limit to exercise the right to acquire bonus shares.

Applications:
Shareholders wishing to exercise the right to acquire new shares can apply at any branch of Koçbank or at the head office of Koç Yatırım Menkul Değerler A.Ş. In order to receive the 13th issue shares, shareholders have to hand in the new share purchase coupons numbered 13 of the 11th issue or 12th issue shares.

Place of application:
Koç Yatırım Menkul Değerler A.Ş. and all branches of Koçbank A.Ş.

At the Annual General Meeting held on May 20, 2010, it was decided to distribute a gross cash dividend of TL 195,833,000 to the shares representing TL 178,030,000 capital and the dividend disbursement is to start on May 28,2010.

Accordingly,

A TL 1.10 gross and net cash dividend per share with a nominal value of TL 1 representing a ratio of %110 to institutional shareholders domiciled in Turkey and non-resident foreign institutions, which are tax payers in Turkey through their permanent representative offices or companies,
A TL 0.935 net cash dividend per one share with a nominal value of TL 1 to other shareholders, which will be calculated following the deduction of the withholding ratios under tax laws, which represents a ratio of %93.5.

It was resolved to distribute TL 195,833,000 as dividend to the shareholders from the following sources;

TL 31,500,000.00 current year net profit,
TL 164,333,000.00 extraordinary reserves, excluding inflation restatement differences,

It was determined that there is no need to set aside first order legal reserves as the first order legal reserves reached 20% of capital in accordance with Turkish Commercial Code.

In addition to TL 195,833,000 dividend payment, it was decided to set aside second order legal reserves amounting to TL 21,759,222.22.

The dividend payments for those shareholders (the shares they own are traded in the Stock Exchange) whose shareholdings are monitored by the Central Registration Agency in the framework of the regulations set by CMB in relation to the Registry System, are made by the intermediary institution to the dividend accounts of the shareholders.

As laid out in the General Letter of the Central Registration Institution (“MKK”) numbered 294, in accordance with the Capital Markets Board Legislation Temporary Article 6, the shareholders are not paid dividend accruing after December 31, 2007 unless they have their shares registered. The payment can take place subsequent to the registration. Consequently our shareholders whose shares are not monitored within the framework of the regulations on registration system and physically hold their share certificates should have their shares registered to be able to collect their dividend. The dividend distribution commenced on May 28, 2010, at the branches of Yapı Kredi Bankası A.Ş. and Yapı Kredi Yatırım Menkul Değerler A.Ş.

Place of Application:

YAPI KREDİ BANKASI A.Ş. branches

YAPI KREDİ YATIRIM MENKUL DEĞERLER A.Ş.
Yapı Kredi Plaza A Blok 9. Kat Levent 34330 İstanbul,

İMKB TAKAS ve SAKLAMA BANKASI A.Ş.
Mecidiyeköy Yolu Sok. No.286 Şişli 34381 İstanbul

At the Annual General Meeting held on July 30th, 2009, it was decided to distribute the dividend of the free reserves after setting aside the reserves required by law to the share certificates representing the capital of TRY 178,030,000 and to use TRY 2,492,420,000 from this source for the distribution of gross cash dividends.

Following this decision, resident taxpayers, non-resident taxpayers who get profits through an office or a permanent agency in Turkey and our company partners are to be paid a gross=net cash dividend of TRY 14.00 per share with a nominal worth of TRY 1.00 at the rate of 1.400 %, and other shareholders are to be paid a net cash dividend of TRY 11.90 per share with a nominal worth of TRY 1.00 at the rate of 1.190 % which is calculated according to the withholding tax rates stated in the tax law.

Dividends of the shareholders whose shares are monitored by Central Registry Agency under the registration system regulations of the Capital Markets Legislation (shareholders whose share certificates are traded on the Stock Exchange) are to be paid into shareholder accounts through intermediaries. As stated in the Central Registry Agency Circular numbered 294, in accordance with the Temporary Article 6 of the Capital Markets Law, investors with the right who don’t register their share certificates will not receive any disbursement of dividends of unregistered share certificates acquired after December 31st, 2007. Disbursement can only be made after registration. Therefore shareholders whose shares are not monitored according to the regulations of the registration system but hold their share certificates physically should register their share certificates in order to get their dividends. The paying out of dividends will start on August 04th, 2009 at the Yapı Kredi Bankası branches listed below as well as at Yapı Kredi Yatırım Menkul Değerler A.Ş.

Place of Application:
In Istanbul applications can be made at the following Yapı Kredi Bank branches;
Harbiye Branch, Kadıköy Altıyol Branch, Caddebostan Bağdat Caddesi Branch, Feneryolu Branch, Kartal Branch, Suadiye Branch, Ataşehir Bulvar Branch, Nuruosmaniye Branch, Etiler Nispetiye Caddesi Branch, Yeditepe Branch, Yeniköy Yalılar Branch, Beylikdüzü Branch, and Bakırköy Dikilitaş Branch.

In Ankara at the Ankara Branch, Bahçelievler Branch, and Çankaya Cinnah Branch,
In İzmir at the İzmir branch, Karşıyaka branch, and Bornova Hükümet Konağı branch,

In Bursa at the Fomara branch,
In Balıkesir at the 6 Eylül branch,
In Antalya at the Aspendos Bulvar Branch,
In Konya at the Selçuklu Branch,
In Denizli at the Denizli Branch,
In Eskişehir at the Porsuk Branch,
In Adana at the Çukurova Branch,
In Kocaeli at the Kocaeli Branch and the Gebze Çarşı Branch,
In Mersin at the Mersin Branch,
In Erzurum at the Cumhuriyet Branch,
In Kayseri at the 27 Mayıs Branch
and in Diyarbakır at the Dağkapı Branch.

YAPI KREDİ YATIRIM MENKUL DEĞERLER A.Ş.
Yapı Kredi Plaza A Blok 9. Kat Levent 34330 İstanbul,

İMKB TAKAS ve SAKLAMA BANKASI A.Ş.
Mecidiyeköy Yolu Sok. No.286 Şişli 34381 İstanbul

At the Annual General Meeting held on April 29th, 2008, it was decided to distribute a gross cash dividend of TRY 105,494,954.71 to the shares representing TRY 178,030,000 capital and the dividend disbursement is to start on May 1st,2008.

Following this decision, resident taxpayers, non-resident taxpayers who get profits through an office or a permanent agency in Turkey and our company partners are to be paid YKr 9.25684 gross=net cash dividend per share at a nominal worth of TRY 1 at the rate of 59.25684 %, and our other shareholders are to be paid a Ykr 59.25684 gross cash dividend, Ykr 50.36832 net cash dividend per share at a nominal worth of TRY 1.00 at the rate of %59.25684. Along with the net dividend disbursement of TRY 105,494,954.71, all the 1st and 2nd issue reserves will be financed from the current year’s other income.

Dividends of the shareholders whose shares are monitored by the Central Registry Agency under the registration system regulations of Capital Markets Legislation (shareholders whose share certificates are traded on the Stock Exchange) are to be paid into shareholder accounts through intermediaries. As stated in the Central Registry Agency Circular numbered 294, in accordance with the Temporary Article 6 of the Capital Markets Law, investors with the right who don’t register their share certificates will not receive any disbursement of dividends of unregistered share certificates acquired after December 31st, 2007. Disbursement can only be made after registration. Thus, shareholders whose shares are not monitored according to the regulations of the registration system yet hold their share certificates physically should register their share certificates in order to get their dividends. The paying out of dividends will start on May 1st, 2008 at the Yapı Kredi Bankası branches listed below as well as at the Harbiye Branch of Yapı Kredi Yatırım Menkul Değerler A.Ş.

Place of Application:

In Istanbul applications can be made at the following Yapı Kredi Bank branches;

Caddebostan Bağdat Caddesi Branch, Suadiye Branch, Nakkaştepe Branch, Beylikdüzü Branch, Bakırköy Dikilitaş Branch, Kartal Branch, Nuruosmaniye Branch, Ataşehir Bulvar Branch, Ataköy Atrium Branch, Etiler Nispetiye Branch, Yeditepe Branch, Yeniköy Yalılar Branch, and Feneryolu Branch,

and in Ankara at Ankara Branch, Ankara Bahçelievler Branch, and Çankaya Cinnah Branch,
and in İzmir at İzmir Branch, Karşıyaka Yalı Branch, and Bornova Hükümet Konağı Branch,

in Bursa at the Fomara branch,
in Antalya at the Aspendos Bulvar Branch,
in Eskişehir at the Porsuk Branch,
in Adana at the Çukurova Branch,
in Kocaeli at the Kocaeli Branch
and in Mersin at the Mersin Branch.

Yapı Kredi Yatırım Menkul Değerler A.Ş.
Cumhuriyet Caddesi No.233 Harbiye / İstanbul İMKB Takas ve Saklama Bankası A.Ş.
Mecidiyeköy Yolu Sok. No.286 Şişli 34381 İstanbul

At the Annual General Meeting held on April 5th, 2007, it was decided to allot the gross cash dividend of TRY 40,000,000.00 to the shares representing TRY 176.266.866 capital and the dividend disbursement is to start on May 15th, 2007.

Following this decision resident taxpayers, foreign-based taxpayer company partners who get profits through a company or a permanent agency in Turkey are to be paid gross=net cash dividend per share with a nominal worth of YKr at the rate of 22.6929%, and our other shareholders are to be paid a gross cash dividend per share worth a nominal of YKr 1.00 at the rate of 22.6929% (net 19.2889%). Of the cash dividend TRY 40,000,000.00 that is to be distributed TRY 34,084314.68 will be financed from the current year’s other income with the remaining TRY 5,915,685.32 coming from extraordinary reserves corresponding to other income from the year 2003.

Dividends of the shareholders whose shares are monitored by Central Registry Agency under the registration system regulations of Capital Markets Legislation (shareholders whose share certificates are traded on the Stock Exchange) are to be paid into shareholder accounts through intermediaries. Payment of dividends to shareholders whose shares are not monitored according to the regulations of the registration system yet hold their share certificates physically will be made in exchange for 2006 year dividend coupons of the 11th, 12th and 13th issue presented share certificates. The paying out of dividends will start on May 15th, 2007 at the Yapı Kredi Bankası branches listed below as well as at the Harbiye branch of Yapı Kredi Yatırım Menkul Değerler A.Ş.

Place of Application:

In Istanbul applications can be made at the following Yapı Kredi Bank branches;

Caddebostan Bağdat Caddesi Branch, Nakkaştepe Branch, Beylikdüzü Branch, Bakırköy Dikilitaş Branch, Kartal Branch, Nuruosmaniye Branch, Ataşehir Bulvar Branch, Ataköy Atrium Branch, Etiler Nispetiye Branch, Yeditepe Branch, Yeniköy Yalılar Branch, and Feneryolu Branch,

and in Ankara at Ankara Branch, Ankara Bahçelievler Branch, and Çankaya Cinnah Branch,
In İzmir at İzmir Branch, Karşıyaka Yalı Branch, and Bornova Hükümet Konağı Branch,

In Bursa at the Fomara branch,
In Antalya at the Aspendos Bulvar Branch,
In Eskişehir at the Porsuk Branch,
In Adana at the Çukurova Branch,
In Kocaeli at the Kocaeli Branch
and in Mersin at the Mersin Branch.

Yapı Kredi Yatırım Menkul Değerler A.Ş.
Cumhuriyet Caddesi No.233 Harbiye / İstanbul

İMKB Takas ve Saklama Bankası A.Ş.
Mecidiyeköy Yolu Sok. No.286 Şişli 34381 İstanbul

At the Annual General Meeting held on April 8th, 2005, it was decided to pay out a gross cash dividend at the rate of 15% (TRY 0.15 gross dividend per TRY 1.00 share - net 14.73%) from the profit of year 2004 to the shares representing TRY 137,700,000 capital.

Dividend disbursement started on May 16th, 2005 at KOÇBANK A.Ş. branches as well as at Koç Yatırım Menkul Değerler A.Ş. in exchange for 2004 year dividend coupons.

If there are dividend coupons numbered less 11 or under on the share certificates of shareholders who hold their share certificates physically but haven’t got the right to previous years’ dividend and/or bonus shares distributed by the company, the shareholders should first apply to our head office. If the number 11 dividend coupon has been used but the number 12 and 13 dividend coupons are still on the share certificate, shareholders can exchange share certificates and receive bonus shares at the Yapı Kredi Yatırım Menkul Değerler A.Ş. and at all the branches of Yapı Kredi Bankası A.Ş.. Likewise, dividends corresponding to dividend coupons from or after the year 2000 are also paid out at the Yapı Kredi Yatırım Menkul Değerler A.Ş. and at all the branches of Yapı Kredi Bankası A.Ş

Click here for recent disclosures of Migros Ticaret A.Ş.

March 20, 2023
It was decided to hold the Ordinary General Assembly Meeting of our Company on April 11, 2023 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. The announcement of the Ordinary General Meeting, the agenda, the sample of Proxy Statement, the dividend distribution proposal of the Board of Directors, Internal Guidelines for the General Assembly and the Information Document can be reached through the Investor Relations heading.

March 30, 2022
It was decided to hold the Ordinary General Assembly Meeting of our Company on April 21, 2022 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. The announcement of the Ordinary General Meeting, the agenda, the sample of Proxy Statement, the Articles of Association Amendment Text, the dividend distribution proposal of the Board of Directors, Internal Guidelines for the General Assembly and the Information Document can be reached through the Investor Relations heading.

May 04, 2021
It was decided to hold the Ordinary General Assembly Meeting of our Company on May 26, 2021 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. The announcement of the Ordinary General Meeting, the agenda, the sample of Proxy Statement, the dividend distribution proposal of the Board of Directors, Internal Guidelines for the General Assembly and the Information Document can be reached through the Investor Relations heading.

April 06, 2020
It was decided to hold the Ordinary General Assembly Meeting of our Company on April 29, 2020 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. The announcement of the Ordinary General Meeting, the agenda, the sample of Proxy Statement, the dividend distribution proposal of the Board of Directors, Internal Guidelines for the General Assembly and the Information Document can be reached through the Investor Relations heading.

May 06, 2019
The Ordinary General Assembly Meeting of our Company for 2018 was held on 16.05.2019. The minutes of the General Assembly Meeting is posted at the link https://www.migroskurumsal.com/userfiles/image/pdf/migros-gk-16-05-2019-toplanti-tutanagi.pdf

March 01, 2016
Ordinary General Assembly Meeting of Migros Ticaret A.S.will be held on March 23, 2016 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. Dividend distribution proposal of Board of Directors and Information Document regarding the General Assembly Meeting can be reached through the heading “General Assembly Meeting’’ which is below the Investor Relations heading. Dividend Distribution Policy, Disclosure Policy, Donation Policy and Remuneration Policy can be reached through the heading “Migros Corporate’ which is below the Investor Relations heading.

February 26, 2016
It was decided to hold the Ordinary General Assembly Meeting on March 23, 2016 at 02:00 p.m. at the Head Office of Migros Ticaret A.Ş in Atatürk Mahallesi Turgut Özal Bulvarı No: 7 34758 Ataşehir - İSTANBUL. The agenda of the Ordinary General Meeting, the sample of the Power of Attorney, the announcement of the Ordinary General Meeting and Internal Guidelines for the General Assembly can be reached through the Investor Relations heading.

Our company is registered at the Istanbul Trade Register (Office) under the trade registration number 659869.

April 09, 2013
The Board of Directors, at the meeting dated April 09,2013, has resolved to amend the contents of Article 3 named “Purpose of Scope”, Article 5 named “Headquarters and Branches”, Article 7 named “Share Capital”, Article 8 named “Share Certificates”, Article 9 named “Issuance of Shares”, Article 10 named “Issuance of Securities”, Article 11 named “General Assembly Meetings”, Article 11/A named “Submitting the Minutes and its Annexes to the Ministry and the Capital Markets Board and the Announcement of the Minutes and its Annexes”, Article 12 named “Voting”, Article 13 named “Chairman’s Panel”, Article 14 named “Meeting and Resolution Quorums”, Article 15 named “Commissar”, Article 16 named “Board of Directors”, Article 17 named “Term of Office and Duties of the Board of Directors”, Article named 18 “Meeting of the Board of Directors”, Article 19 named “Meeting and Resolution Quorum of the Board of Directors”, Article 20 named “Binding and Representing the Company”, Article 21 named “Remuneration of the Directors”, Article 23/A named “Financial Statements and Independent Audit” by changing the Article number as 22, Article 25 named “Announcements” by changing the Article number as 23, Article 26 named “Amendments to the Articles of Association” by changing the Article number as 24, Article 28 named “Distribution of Profit” by changing the Article number as 26, Article 30 named “Reserves” by changing the Article number as 28 and Article 32 named “ Legal Provisions” by changing the Article number as 30, of Articles of Association, to remove Article 22 named “Auditors”, Article 23 named “Duties of the Auditors”, Article 24 named “Remuneration of Auditors” and Article 33 named “Articles of Association to be Delivered to the Ministry” of Articles of Association, to change (by without any changes in the current contents) the number of Article 27 named “Annual Accounts” with Article 25, the number of Article 29 named “Date of Dividend Distribution” with Article 27, the number of Article 31 named “Dissolution and Liquidation of the Company” with Article 29, the number of Article 34 named “The Competent Court” with Article 31, the number of Article 35 named “Compliance with Corporate Governance Principles” with Article 32 and to file the necessary applications at Capital Markets Board and Republic of Turkey Ministry of Customs and Trade to get required approvals; and it has been resolved to present this decision to the approval of the first General Assembly.

Amendments to the Articles of Association

July 18, 2012
Pursuant to the Provisional Article 6 of the Capital Market Law, which was amended by the article 157 of the Law No. 6111 and came in effect upon its publication in the Official Gazette dated February 25, 2011, all shares of the shareholders possessing the shares physically, which have not been registered by December 31, 2012 will automatically transfer to the Company by the operation of the law at the said date and all rights attached to such shares will automatically terminate on that date. Therefore, shareholders, who have not yet had their shares registered must have their shares registered with the Central Registry Agency (Merkezi Kayıt Kuruluşu A.Ş.) as soon as possible in order not to forfeit their rights thereon.

June 06, 2012
It was decided to hold the Ordinary General Meeting on Thursday, June 28th, 2012 at 02:30 p.m. at the Head Office of Migros Ticaret A.Ş in Turgut Özal Caddesi No: 12 34758 Ataşehir-ISTANBUL in order to discuss the attached agenda.

To access the agenda of the Ordinary General Meeting, the sample of the Power of Attorney, the announcement of the Ordinary General Meeting and Information Document go to the heading “General Meeting’’ which is below the menu on the left handside of the page.

April 21nd, 2011
The announcement of the merger of Migros Ticaret A.Ş (“Migros”), Ades Gıda Sanayi ve Ticaret A.Ş. (“Ades”), Amaç Gıda Ticaret ve Sanayi A.Ş. (“Amaç”) and Egeden Gıda Tüketim Malları Ticaret ve Sanayi A.Ş. in accordance with article no.451 of the Turkish Commercial Code, the article no. 19 and 20 of the Corporate Tax Law and the Regulations on the Merger and Acquisitions published by the Capital Markets Board under the number Serial:1 No: 31 is submitted below for your information.

Announcement on the Merger of Migros, Ades, Amaç and Egeden

April 18th, 2011

As disclosed by the parent company of Migros, MH, dated 06.04.2011 and 08.04.2011, MH decided to sell Migros shares with the nominal value of TL 31.000.000 and the share transfer/settlement complemented on 18.04.2011. Updated capital of Migros is as follows;

Migros Ticaret A.Ş
Name	Holding ( TL)	Holding (%100)
MH Perakendecilik ve T.A.Ş.	143,323,336.00	80.51
Diğer	34,706,664.00	19.49
Total	178,030,000.00	100.00

May 26th, 2009
As a consequence of the merger, the capital of Migros Ticaret A.Ş has been increased from TRY 174,323,340 to TRY 178,030,000, an increase of TRY 3,076,660. The registered shares of Migros Ticaret A.Ş. that are to be issued as a result of the merger will be distributed by the exchange of current shares to the share holders of Migros Türk T.A.Ş. (excluding Migros Ticaret A.Ş.) which is going to be dissolved due to the merger. As a result of the merger, for each share of Migros Türk T.A.Ş. 1 share of Migros Ticaret A.Ş. will be given to the shareholders of Migros Türk T.A.Ş. making the exchange rate 1:1 for the shares.

Migros Türk T.A.Ş shares will not be traded in The Istanbul Stock Exchange from the beginning of the share exchange date. Stock exchange transactions will begin on May 29th, 2009. There is no time limit for share exchange transactions.

Click here for the announcement on the exchange of shares.

April 08th, 2009
It was decided to hold the Ordinary General Meeting on Tuesday, April 28th, 2009 at 11:00 AM at the Head Office of Migros T.A.Ş in Turgut Özal Bulvarı No: 6 34758 Ataşehir-ISTANBUL in order to discuss the attached agenda.

To access the agenda of the Ordinary General Meeting, the sample of the Power of Attorney and the announcement of the Ordinary General Meeting go to the heading “General Meeting’’ which is below the menu on the left handside of the page.

March 27th, 2009
The announcement of the merger of Moonlight Perakendecilik ve Ticaret A.Ş (“Moonlight”) and Migros Türk T.A.Ş (“Migros”) in accordance with article no.451 of the Turkish Commercial Code, the article no. 19 and 20 of the Corporate Tax Law and the Regulations on the Merger and Acquisitions published by the Capital Markets Board under the number Serial:1 No: 31 is submitted below for your information.

Announcement on the Merger of Migros and Moonlight

October 06, 2008
As announced on September 23rd Moonlight Perakendecilik ve Ticaret A.Ş (“Moonlight”) will be purchasing Migros shares held by other shareholders in accordance with the declaration of the Capital Markets Board (“Board”), Series :IV, No: 8, on “Proxy Voting in the General Meetings of Publicly Traded Corporations and the Regulations on the Collection of Powers of Attorney or Shares“. The share recall will begin on October 6, 2008 (included) at 09:00 and end on October 20th, 2008 (included) at 17:00. The buy back share price has been set at TRY 21.95 per 100 shares, that’s a nominal value of TRY 1.00 (TRY 0.2195 per share).

Other details of the purchase were published in Hurriyet and Sabah newspapers on Tuesday, October 3rd, 2008.

Click here to view the Migros announcement on the delisting.

July 25th, 2008

It was decided to hold the Extraordinary General Meeting on Tuesday, September 4th, 2008 at 11:00 AM at the Head Office of Migros T.A.Ş in Turgut Özal Bulvarı No: 6 34758 Ataşehir-İSTANBUL in order to discuss the attached agenda.

To access the agenda of the Extraordinary General Meeting and a sample Power of Attorney go to the heading “General Meeting’’ underneath the menu on the left of the screen.

April 12th, 2008

At the meeting of the company’s board of directors on April 11th, 2008;

1- The Annual Report, Consolidated Balance sheet and the income statement and the recommendation concerning a dividend payout were discussed and each accepted.

The company has made a consolidated after-tax net profit of TRY 552,875,145.12 from its 2007 operations.

It was decided that;

A distributable profit of TRY 523,882,508.33 (in compliance with the Capital Markets Law and the regulations of Capital Markets Board) has been made after reserving TRY 14,555,409.28 as legal reserves in accordance with article no 466 of the Turkish Commercial Code and after subtracting the TRY 14,437,227.51 profit of the subsidiaries and affiliates which have decided at their Annual General Meetings not to distribute a profit.
The amount of TRY 527,474,773.55, which is formed by adding the donations of TRY 3,592,265.22 made to foundations and associations which have tax exemptions to the distributable profit shall be the first dividend basis, At the General Meeting on April 29th, 2008 held to discuss the operation in 2007, it was proposed that from the distributable current profit of TRY 276,552,776.24 in the official records (from the consolidated current period profit calculated in accordance with the regulations of the Capital Markets board), a gross dividend of TRY 105,494,954.71 be paid out to shareholders, and that the first issue reserves of TRY 14,555,409.28 at the rate of 5% and the second issue reserves of TRY 9,659,345.47 at the rate of 10% be set aside, with the balance a reserve for contingencies.

In the event that the above given dividend distribution proposal is accepted in the General Meeting, based on our legitimate records; the TRY 105,494,954.71 cash dividend to be distributed alongside the first and second issue reserves shall be covered by other revenues from the current year,

YKR 59.25684 gross=net cash dividend per share with the nominal value of TRY 1.00 and with the ratio of 59.25684% shall be paid out to resident taxpayers, non-resident taxpayers who receive dividends through an office in Turkey or through permanent representitives and to the partners of our company; a YKR 59.25684 gross, YKR 50.36832 net cash dividend per share with the nominal value of TRY 1.00 and with the ratio of 59.25684% shall be paid out to other shareholders, and it has been decided tp recommend that this dividend distribution be carried out by the end of May in accordance with the regulations of the Capital Markets Board.

2 - At the General Meeting held on April 29th, 2008, it was decided to present our company’s profit distribution policy for the information of the shareholders as given below: Our company can distribute the a 20% dividend from the distributable profit, which is calculated in accordance with the declarations and regulations of the Capital Markets Board by distributing cash or bonus shares or by distributing cash and bonus shares in given ratios by taking the long-term strategies, investments, financial plans and profitability into consideration. This is our policy for the next three years. Any change in this policy will be announced.

3- It was decided to choose Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş (a member of PricewaterhouseCoopers) as the independent auditing firm for the 2008 accounting period in accordance with Capital Markets Law and to submit this decision to the approval of the General Meeting.

April 4th, 2007
It was decided to hold the Ordinary Annual General Meeting on Tuesday, April 29th, 2008 at 11:00 AM at the Divan City on Büyükdere cad. No:84 Gayrettepe-İSTANBUL in order to discuss the attached agenda.

Access the agenda of the Ordinary General Meeting and the Sample Power of Attorney through the heading “General Meeting’’ underneath the menu on the left.

February 23rd , 2007

It was decided to hold the Ordinary Annual General Meeting on Thursday, April 05th, 2007 at 11:30 AM at the Divan Hotel on Cumhuriyet Caddesi No.2, Elmadağ, Şişli - İSTANBUL in order to discuss the attached agenda.

Access the agenda of the Annual General Meeting, sample Power of Attorney and the call for the Annual General Meeting through the heading “General Meeting’’ underneath the menu on the left.

August 3rd 2006

The TRY 158,355,000 issued capital of Migros, which is within the registered capital limit of TRY 190,000,000, has been increased to TRY 176,266,866 with an addition of TRY 17,911,866 due to the merger. The capital increase was made by restricting the right of Migros’s existing partners to buy new shares.

The issued shares of Migros arising from the merger are being distributed by exchanging the current shares to the shareholders of Tansaş (excluding Migros) which is to be dissolved as a result of the merger. For each Tansaş share, Tansaş shareholders are getting 0.15691991448112 of a Migros share resulting in an exchange rate of 1: 0.15691991448112 for the shares. Because of the merger Tansaş has been dissolved and since the start of the share exchange Tansaş shares have been delisted from the Istanbul Stock Exchange.

The issued shares shall qualify for dividend as of the 2006 accounting period and in the event that a profit is made, dividends will be distributed from the profit of the year 2006.

Application:
Share exchange transactions can now be made at the application places below from 03/08/2006. There is no time limit for the share exchange transactions.

Tansaş shareholders (the shareholders who have listed stocks), whose shares had been monitored by the Central Registration Institute in accordance with the registration system of the Capital Markets Regulations, will receive Migros shares as registered in accordance with the Capital Markets Regulations.

Place of Application
Koç Yatırım Menkul Değerler A.Ş. Address: Cumhuriyet Cad. Ferah Apt. No.233 34367 Harbiye-İstanbul
All branches of Koçbank A.Ş

June 26th 2006
At the Extraordinary General Meeting held on 26th June, 2006 it was decided that Migros would merge with Tansaş Perakedende Mağazacılık T.A.Ş through the absorption of the mentioned company’s (Tansaş’s) total assets and liabilities in accordance with the Capital Markets Board regulatons, article no. 451 and other relavent articles of the Turkish Commercial Code and article no. 37-39 of the Corporate Tax Law. Due to the merger it was decided that the issued capital TRY 158,355,000 of the company be increased to TRY 176,266,866 and that an amendment be made to clause 6 of the Articles of Association concerning the capital.

Access the minutes of the Extrardinary General Meeting and the list of participants through the Information on the General Meeting section on the left menu.

After the decisions of the Annual General Meeting have been registered, the application for the registration of the issued shares will be made to the Capital Markets Board. After the completion of the legal process, the issued registered shares, which are to be issued due to merger and which amount to TRY 17,911,866 will be distributed to the shareholders of the dissolved Tansaş Perakende Mağazacılık.

May 24th 2006
The necessary transactions for the merger of Tansaş Perakende Mağazacılık T.A.Ş and Migros T.A.Ş by the integration of Tansaş into Migros and on the merger by the transfer of the total assets and liabilities on the balance sheet of Tansaş Perakende Mağazacılık T.A.Ş’s as of 31.12.2005 have been completed in accordance with the individual financial statements dated 31.12.2005.

Among the other things, it was decided that the General Assembly be called for a shareholders meeting on Monday, June 26th, 2006 at 09:30 Migros Head Office on Turgut Özal Bulvarı No.Ata6 34758 Ataşehir/İstanbul in order to approve the Merger Agreement in accordance with the prior authorizations of the Capital Markets Board and the Turkish Ministry of Industry and Commerce, to discuss the attached agenda for the amendment of clause no. 6 of the Articles of Association concerning the capital and to make the necessarry decisions. The call for the General Meeting was carried accoridng to due process. To access the agenda, the amended draft of the main agreement and the call for the Extraordinary General Meeting at the “General Meeting’’ heading underneath the menu on the left.

Migros-Tansas Merger Announcement and Merger Agreement

May 8th 2006
Ensuring our company’s dividends to be distributed as bonus shares by adding the dividend amounting to TRY 20,655,000 (in the ratio of 15%) to the capital, payment of the dividends, which will be released due to the increase in the issued capital -existing within the TRY 190,000,000 registered capital limit- from TRY 137,700,000 to TRY 158,355,000, started on May 8th, 2006 at all branches of Koçbank and Koç Yatırım Menkul Değerler A.Ş Harbiye Branch. There is no time limit for acquiring bonus shares.

The shareholders (who have listed stocks), whose shares had been monitored by the Central Registration Institute in accordance with the registration system of the Capital Markets Regulations, will receive bonus shares in transit in accordance with the Capital Markets Regulations.

Shareholders whose shares have not been monitored in accordance with the registration system, are to apply to the addresses in the announcement and present the new dividend coupons no. 14 of the existing 11th issue, 12th issue and 13th issue shares (the shares which they already have). In the event that a shareholder sumbits the existing shares before the December 31st, 2007 deadline, the new shares and the dividends resulting from the capital increase will be paid seperately to an account which will be opened in the name of the Central Registration Institute by the company.

The shares of all our shareholders will be monitored on a shareholder basis by the Central Registration Institute in right owners’ terms and the shareholders will have the same rights as they had with the previous shares.

For the announcement on the bonus shares distribution which was published in Milliyet and Radikal newspapers on May 6th, 2006 go to the section “Capital Increase and Dividend Information”.

March 20th 2006
At the meeting of the Board of Directors held on March 20th, 2006, the annual report, consolidated balance sheet and the income statement and the proposal for dividend distribution of year 2005 were discussed and approved.

The company made a distributable profit of TRY 53,920,573.70 in accordance with the Capital Markets Law.

It was thereore decided to distiribute the TRY 20,655,000 dividend as total of TRY 8,434,153.82 extraordinary reserves corresponding to year 1999 other incomes, TRY 10,272,901.77 extraordinary reserves corresponding to year 2002 other incomes and TRY 1,947,944.41 extraordinary reserves corresponding to the year 2003 other incomes and also to distribute the dividend by adding the dividend to the capital and accordingly to give bonus shares at the rate of 15% to the nominal share of Ykr 1.00 .

It was decided to submit a proposal to the General Assembly to start the process of distributing bonus shares immediately after the start of the Ordinary General Meeting.

Furthermore, it was decided to appoint Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş (a member of PricewaterhouseCoopers) as the independent audit firm for the 2006 accounting period in accordance with Capital Markets Regulations and to submit this decision to the approval of the General Assembly

March 10th 2006
It was decided to hold the Ordinary General Meeting on Wednesday, April 12th, 2006 at 14:30 at Divan Hotel on Cumhuriyet Caddesi No.2, Elmadağ, Şişli - İSTANBUL in order to discuss the attached agenda.

Access the agenda of the Ordinary General Meeting and a sample Power of Attorney from the menu on the left side.

February 24th 2006
At the company Extraordinary General Meeting on February 24th, 2006 it was decided to authorize the Board to carry out the merger by assigning Tansaş Perakende Mağazacılık Ticaret Anonim Şirketi to Migros Türk Anonim Şirketi according to the unconsolidated balance sheets dated 31.12.2005 with the existing assets and liabilities as a whole, and in accordance with articles no. 37-39 of the Corporate Tax Law and the article no. 451 as well as other relevent articles of the Turkish Commercial Code. It was also decided to authorise the Board to sign the Merger Agreement, which will be submitted for the approval of the shareholders at a later time.

February 1th 2006
Tansaş Perakende Mağazacılık T.A.Ş and Migros T.A.Ş are to merge by the integration of Tansaş to Migros, with the vision of providing goods and services to the consumer at better prices and of establishing a more efficient management of sales, marketing and general administration; and in accordance with the article no. 451 of the Turkish Commercial Code and articles no. 37-39 of the Corporate Tax Law, the merger is be carried out according to the unconsolidated balance sheets dated 31.12.2005 and by assigning Tansaş Perakende Mağazacılık T.A.Ş to Migros T.A.Ş with the total assets and liabilities of the balance sheet dated 31.12.2005,

The merger is to be carried out in accordance with the appropriate method for determining the amount of shares which will be distributed to the shareholders of Tansaş Perakende Mağazacılık T.A.Ş. This method will be determined in the expert report and the expert shall be assigned by the authorized court and and Capital Markets Board.

In accordance with these principals, the shareholders shall be invited for an extraordinary meeting on February 24th, 2006 and the shareholders will be asked to authorize the signing of the merger agreement.

The Extraordinary General Meeting is to be held on Friday, February 24th, 2006 at 11:00 AM at Migros Head Office on Turgut Özal Bulvarı, No. Ata 6, 34758, Ataşehir, Istanbul in order to discuss the attached agenda.

You can access the agenda of the Extraordinary General Meeting and a sample Power of Attorney from the menu on the left.

In the General Meeting dated April 08th, 2005 it was decided to pay dividends at the gross ratio of 15% (net 14.73%) (TRY 0.15 gross dividend per TRY 1.00 share) for the shares which present the TRY 137,700,000 capital of the year 2004.

Dividend disbursement in exchange for the dividend coupons of year 2004 started on May 16th, 2005 at the branches of Koçbank A.Ş and at Koç Yatırım Menkul Değerler A.Ş .

Migros Ticaret A.Ş. Capital Distribution

Shareholder	Holding (TL)	Holding
MH Perakendecilik ve Ticaret A.Ş.	89,046,058	49,18%
Migros Ticaret A.Ş.	2,962,116	1,64%
Other	89,046,059	49.18%
Total	181,054,233	100,00%

Current Breakdown of Real and Legal Persons Indirectly Holding the Capital

Name	Share Amount (TL)	Capital Percentage (%)
Tülay Aksoy	11,917,547.4	6.58
Tuncay Özilhan	11,596,405.3	6.40
AG Anadolu Grubu Holding A.Ş. Other	65,532,105.3	36.19
Migros Ticaret A,Ş,	2,962,115.6	1.64
Other	89,046,059.4	49.18
TOTAL	181,054,233	100

Foreign Subsidiaries

Kazakhstan - Ramstore Kazakhstan LLC.

Domestic Subsidiaries

Moneypay Ödeme ve Elektronik Para Hizmetleri A.Ş.
Paket Lojistik ve Teknoloji Anonim Şirketi
Mimeda Medya Platform A.Ş.
Dijital Platform Gıda Hizmetleri A.Ş.
Migen Enerji ve Elektrikli Araç Şarj Hizmetleri A.Ş.

Foreign Subsidiaries

Kazakhstan - Ramstore Kazakhstan LLC.

Ramstore Kazakhstan was established in Almaty, the old capital of Kazakhstan in 1998. Samal Shopping Mall, began its operations in May 1999. The shopping mall, the first of its kind in the city, has been servicing Almaty people on a closed area of 25,000 m² in total with its large product portfolio of imported and domestic products, more than 70 stores and fast food restaurants. As of 01 January 2021, Ramstore Kazakhstan continues its operations with the shopping mall.

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Corporate

Message of the Chairman

Tuncay Özilhan

Message of the CEO

Ö. Özgür TORT

CEO - MİGROS GROUP Turkey

COO - (Chief Operations Officer)

CMO - (Chief Marketing Officer)

CFO - (Chief Financial Officer )

CPO - (Chief Expansion, Property & Construction Officer)

CSCO - (Chief Supply Chain & Logistics Officer)

CIO - (Chief Information Officer)

CHRO - (Chief Human Resource Officer)