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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 2023 is determined as TL 25,000,000 in the General Assembly Meeting dated 11 April 2023. The amount of donations made by the Company to foundations and societies during 2022 is TL 1,410,405.62.

“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.”

“In compliance with the Capital Markets Board (CMB)'s Communiqué on Dividends (II-19.1) and the Guide on Dividends, as well as in accordance with our Articles of Association and publicly disclosed dividend distribution policy, the Board of Directors' dividend distribution proposal for 2022 was discussed at the General Assembly meeting dated 11 April 2023. Accordingly it was decided;

• to distribute gross dividends of TL 472,000,000.00 to be fully paid in cash, after allocating TL 47,200,000.00 of secondary legal reserves, from "other distributable resources" in the consolidated financial statements prepared in accordance with the capital markets legislation and in the legal records prepared in accordance with the Tax Procedure Law.
• to pay dividend TL 2.6069536 gross=net for shares at the nominal value of TL 1 for our shareholders which are full taxpayer institutions or limited taxpayer institutions obtaining dividend through a workplace or permanent representatives in Turkey,
• to pay gross dividend of TL 2.6069536 and net dividend of TL 2.3462582 (by deducting 10% withholding tax) cash for shares at the nominal value of TL 1 for our other shareholders,
• to start dividend distribution on 30 May 2023 upon completion of the legal process following the General Assembly Meeting and to authorize the Board of Directors to engage in necessary transactions.

Since the legal limit in the Article 519 of the Turkish Commercial Code has been reached, the allocation of primary reserve is not required.”

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

At the Extraordinary General Meeting of the Board of Directors held on June 26th, 2006, it was decided to increase the capital which issued from the merger with Tansaş Perakende Mağazacılık A.Ş. from TRY 158,355,000 to TRY 176,266,866 within the registered authorized capital by meeting capital liability nominally which is transferred from Tansaş. Capital was increased through the restriction of the rights of current Migros shareholders.

Share certificates representing the capital increase were registered with the Capital Markets Board dated 26/07/2006 under the registration number 1408/13348. Registered issued shares of Migros were distributed through the exchange of current shares to the share holders of Tansaş (excluding Migros) which was dissolved due to the merger. Because of the merger 0.15691991448112 Migros shares were given for each Tansaş share to Tansaş shareholders. The ratio of 1:0.15691991448112 was used for this exchange. As a result of the merger Tansaş was dissolved and since the start of the share exchange Tansaş shares have not been traded on the Istanbul Stock Exchange. Shares issued by Migros qualify for dividend as of the 2006 fiscal period and the first dividends will be paid from any year 2006 profits.

Shares can still be exchanged at all the branches of Yapı Kredi Bankası A.Ş. and Yapı Kredi Menkul Değerler A.Ş.’de (Head Office). There is no time limit on exercising the right to exchange shares

Applications:
Shareholders who wish to exercise the right to exchange their shares can acquire Migros shares by presenting their Tansaş shares to Yapı Kredi Bank branches or Yapı Kredi Menkul Değerler A.Ş (Headoffice).

Place of Application:
Yapı Kredi Yatırım Menkul Değerler A.Ş. and all branches of Yapı Kredi A.Ş.
Information about the General Meeting of Shareholders

Migros Ticaret
2008