Corporate
Message of the Chairman
Dear Stakeholders, It has always been a profound source of pride and joy for me to be a part of Anadolu Group, an institution founded by our visionary leaders, Kamil Yazıcı and the late İzzet Özilhan, and brought to where it stands today under the inspiring leadership of Mr. Tuncay Özilhan. For over half a century, Mr. Özilhan has been one of our Group’s most valued pillars, embodying human values, virtuous stance, and strategic foresight. With unwavering dedication, he has led Anadolu Group to its current strength. I am deeply honored to assume the role of Chairman from such a distinguished leader, who will continue to guide us with his wisdom as our Honorary Chairman. Anadolu Group is more than a collection of companies; it is the bearer of a deep-rooted culture, shared values, and enduring principles. Since our founding, we have remained true to what defines us and have focused on creating sustainable value through collective intelligence. Preserving and advancing this culture is the most meaningful tribute we can offer to the leaders who paved our way. As we enter this new chapter of our 75-year journey, we are shaping our Vision 2035 and developing strategies that will carry us further. Anchored in innovation and technology, this long-term path draws strength from our heritage, institutional and financial resilience, trusted partnerships, and commitment to collective intelligence. Having served as a Board Member and Vice Chairman since 2017, I now take over the position of Chairman of the Board of Directors at Migros. Our Group's strong representative in the food retail sector, Migros is growing with a pioneering vision that shapes the sector in Türkiye. It is expanding its service range by opening new stores, expanding its online channels and establishing new business lines. In the last few years, Migros has not only enhanced its core business of food retailing, but also built a very strong ecosystem with new subsidiaries and initiatives. With its experience, Migros implements innovative solutions that create efficiency and simplify the daily lives of its customers. Migros always focuses on adding more value for its stakeholders, employees, customers and shareholders. In 2024, Migros ranked 1st in the “Top 50 Strongest European Grocery Retailers” report prepared by Brand Finance and European Supermarket Magazine, another indicator of its pioneering position in innovative services both in retail and beyond retail. Migros successfully achieved its targets last year despite all challenging conditions. The Company increased its real sales, expanded its market share and delivered a strong performance. While continuing its growth and investments, Migros created 10,000 new jobs. Including indirect employment, the Company’s number of employees reached 75,000. Migros continues to grow confidently and steadily in the organized grocery retail sector. As we sail toward our centennial, I wish for Anadolu Group star to always shine bright and illuminate our path toward even greater achievements. With sincere regards,Kamil Süleyman Yazıcı
Chairman
Message of the CEO
Driven by a combination of physical store expansion and significant investment in online channels that
intensified the already competitive landscape, the food retailing industry remained dynamic throughout 2024.
In an effort to provide our customers with more affordably-priced goods in the face of challenging economic
conditions, we maintained our competitive stance all year long. Customer-value driven initiatives increased
footfall at our stores in 2024. Although consumer spending shifted towards more affordable options in
certain categories, the inflation-adjusted growth observed in shopping-cart value shows that customers
appreciate our market positioning. According to Nielsen data, Migros’ share of Türkiye’s overall FMCG market
sales increased by 40 basis points and reached 9.8% in 2024.
Financial & Operational Performance
As was the case in 2023, 2024 was another year in which our sales growth outpaced that of the overall
sector. Migros delivered a solid operational performance in 2024, achieving its sales growth, EBITDA margin
and new store opening targets which it had set for the year. The 356 new stores that we opened last year
brought the total number in the portfolio to 3,621. In addition to opening physical stores, we also
continued to invest in online channels, supply chains, energy, and technological infrastructure.
According to our financial results with IAS 29 inflation accounting, Migros’ consolidated turnover grew by
12.1% year-on-year and reached TL 293.8 billion in value in 2024. Strong growth momentum was registered
across all of our retailing formats. Benefitting from our omnichannel and multiformat approach, our online
channels experienced growth rates that surpassed even the highly successful ones achieved by our physical
stores. Not only did the share of consolidated turnover contributed by online sales continue to increase
last year but there were improvements in online channel profitability performance as well.
With IAS 29, Migros’ EBITDA (earnings before interest, taxes, depreciation, and amortization) amounted to
TL 15.8 billion in value in 2024. This corresponds to an EBITDA margin on the order of 5.4%. The pressure on
our operational expenses in the first half of the year, mainly due to personnel costs, eased in the second
half of the year. Migros booked a net profit of TL 6.6 billion in 2024. This corresponds to a net profit
margin of 2.2%.
Operations and Strategies
While focusing on its principal business activity–food retailing–Migros also continues to invest in the
omnichannel and multiformat aspects of its operations. We are continuing to open new physical stores; but we
are also expanding the dimensions of our online operations. To provide the logistical support needed by the
increase in physical store numbers, we are investing in new distribution centers as well. 16 distribution
centers of varying sizes that we opened in 2024 not only significantly expanded our overall storage capacity
but also improved operational efficiency. We will be opening more distribution centers in 2025. Also, we
reduced our inventory levels through more prudent inventory management.
Migros is constantly on the lookout for ways to further expand its service-channel reach. We have both the
technological resources and the logistical capabilities to deliver online service through each and every one
of our retailing formats. We intend to extend the effective format-management practices developed for our
Mion personal-care stores, the category-specialized format Macrokiosk, and packed ready meal operations into
other business lines as well.
There are two areas in which we will be investing more in 2025: expanding the use of electronic shelf price
tags and increasing the number of self-checkouts in our stores. These investments are intended to improve
customer service while also increasing operational productivity. We will likewise continue to invest in
digitalization and technological infrastructure.
The ecosystem which we have built up through our subsidiaries and new initiatives continues to develop and
nourish our core business. The improving profitability of our subsidiaries encourages us to keep investing
in them as we move forward. At the same time, the support which our subsidiaries provide for our core
business, food retailing, through the synergies that they generate is becoming increasingly more beneficial
and significant. This ecosystem has even more to contribute to our company’s sales growth and our ability to
create even more long term value for our stakeholders.
A Sustainable Future In line with Migros’ medium and long-term sustainability and productivity goals, we intensified our investments in solar energy. A solar power plant that we built in Kırşehir began generating electricity in March 2025. With the addition of this investment to existing capacity provided by solar power arrays installed on the roofs of some of our distribution centers, we are now in a position to generate a tenth of all the energy consumed by Migros and its subsidiaries from company-owned renewable sources. Our goal is to supply a third of that energy requirement from company-owned solar by the end of 2026. Migros has been awarded an “A” rating–the highest possible–in both the “Climate Change” and the “Water Security” programs of the Carbon Disclosure Project (CDP), a highly respected global environmental reporting platform, thus achieving “Global A Leader” status for the second year in a row. Also, the Science Based Targets initiative (SBTi), a leading global authority on climate action, fully approved our company’s carbon reduction initiatives aimed at addressing climate change. Having examined our 2030 carbon-reduction and 2050 net-zero goals, SBTi confirmed that the goals are consistent and methodologically sound. Migros is the first food retailer in Türkiye to receive such confirmation. Migros: Europe’s Strongest Grocery Retail Brand Migros has become the hub of an extensive stakeholder group and ecosystem consisting of employees, customers, suppliers, subsidiaries, and investors. We are proud of the fact that for seven decades our company has been contributing to the growth and development of Türkiye’s food retailing industry and national economy. We are focused and enthusiastic about creating value for all stakeholders. I’m therefore delighted to share some good news we had last year about the success of our efforts in this direction. In the “Top 50 Strongest European Grocery Retailers” report released by ESM: European Supermarket Magazine and Brand Finance in September 2024, Migros was named the strongest grocery retail brand in Europe. Recognitions such as these are what encourage us to work even harder to achieve our long-term goals. In 2025 we plan to open about 250 new physical stores and to increase the number of stores serving online. We anticipate that these investments will create new employment opportunities for another 8,000 people. I feel confident when I say that when I come before you again next year it will be to tell you that we have achieved all the goals we set for 2025 and that once again we and all of our stakeholders can view the future with confidence.
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 |
| : 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 2024, Migros opened 174 Migros (including 136 M, 36 MM and 2 MMM), 104 Migros Jet, 26 Macrocenter, 19 Macrokiosks, 32 Mion personal care stores and 1 5M store. Thus, a total of 356 new stores were opened in 2024. As of 31 December 2024, Migros operates 1,355 M, 539 MM, 159 MMM, 1,186 Migros Jet, 123 Macrocenter, 100 Mion, 76 Macrokiosks, 54 hypermarkets, and 29 Wholesale stores in 81 cities, reaching 3,621 stores in total.
Stores Opened in 2024
Migros Jet (104
Stores); Adana (1), Afyon (1), Amasya (1), Ankara (13), Antalya (10), Aydın (1),
Balıkesir (2), Bilecik (1), Bolu (2), Burdur (1), Bursa (2), Çorum (2), Diyarbakır (1), Düzce
(1), Edirne (1), Erzurum (3), Gaziantep (4), Hatay (2), Isparta (1), İstanbul (10), İzmir (4),
Kahramanmaraş (1), Karabük (1), Kayseri (4), Kırklareli (1), Kocaeli (4), Kütahya (1), Malatya
(1), Mersin (4), Muğla (6), Nevşehir (1), Ordu (1), Sakarya (2), Samsun (2), Sinop (1), Sivas
(2), Tokat (1), Tunceli (1), Van (1), Yalova (3), Zonguldak (2),
M (136 Stores); Adana (3), Afyon (1), Ankara (9), Antalya (18), Ardahan (1), Artvin (1), Aydın (4), Balıkesir (1), Batman (1), Bolu (1), Bursa (2), Çanakkale (2), Çorum (1), Denizli (1), Diyarbakır (1), Edirne (4), Elazığ (1), Erzincan (1), Erzurum (3), Eskişehir (1), Gaziantep (3), Giresun (2), Hakkari (1), Hatay (2), İstanbul (6), İzmir (8), Kahramanmaraş (1), Karabük (1), Kars (2), Kastamonu (1), Kayseri (3), Kırklareli (2), Kocaeli (2), Konya (7), Malatya (2), Mardin (2), Mersin (4), Muğla (7), Muş (1), Nevşehir (1), Ordu (2), Rize (2), Sakarya (2), Samsun (1), Sinop (1), Şırnak (1), Tekirdağ (7), Trabzon (1), Van (3), Yalova (1)
MM (36 Stores); Ankara (2), Antalya (1), Aydın (1), Batman (1), Bilecik (1), Bursa (1), Diyarbakır (1), Edirne (2), Erzurum (1), Eskişehir (3), İstanbul (10), İzmir (2), Kırşehir (1), Kocaeli (1), Konya (3), Malatya (1), Manisa (1), Sakarya (1), Tekirdağ (2)
MMM (2 Stores); İstanbul (2)
Mion (32 Stores); Adana (1), Ankara (3), Antalya (2), Aydın (1), Balıkesir (1), Diyarbakır (1), Elazığ (1), İstanbul (11), İzmir (4), Kırklareli (1), Kocaeli (1), Mardin (1), Muğla (3), Sakarya (1)
Macrocenter (35 Stores); Adana (1), Ankara (6), Antalya (5), Bursa (2), Diyarbakır (1), Eskişehir (1), Gaziantep (4), İstanbul (12), İzmir (6), Muğla (5), Sakarya (2)
5M (1 Store); Ankara (1)
| Migros Ticaret A.Ş. Articles of Association May 2025 | view PDF |
Outside Positions Held
Since 2017 Mr. Yazıcı has been serving as Board Member and Vice-Chairman on Anadolu Group Holding and subsidiary boards. In addition, Mr. Yazıcı serves as Board Member for TAİK (Türkiye-U.S. Business Council), TOGG (Turkish National Auto Initiative), HBS Alumnus (Harvard Business School’s Alumni Board) and KYYDAS (the Kamil Yazici Family Trust).
Outside Positions Held
Aksoy still continues to serve as a Board Member in various Anadolu Group companies.
Outside Positions Held
In 2024, he became a board member at several Anadolu Group companies. Özilhan was chosen as Board Member of TÜSİAD in 2024 and after acting as the Leader of its Food, Beverage and Agriculture Roundtable, he now serves as the Vice President of TÜSİAD since 2026. He also acts as a Board Member at TÜRKONFED.
He was assigned as Coca-Cola İçecek CFO in 2005 and has played a significant role during CCI’s IPO process and effectively managed the financial integration of Efes Invest with CCI. Başarır led the largest operation of CCI in terms of volume and sales as the Türkiye Region President between 2010 and 2013. Başarır was appointed as Coca-Cola İçecek CEO in January 2014. He served as Anadolu Group Soft Drinks Group President and Coca-Cola İçecek CEO between 2014-2023.
Outside Positions Held
Başarır was appointed as Anadolu Group Deputy CEO in September 2023 and has been serving as Anadolu Group CEO since April 1st, 2024. Başarır is the Chairman of Anadolu Group Sustainability Committee and a member of the Turkish Industry & Business Association (TÜSİAD).
Outside Positions Held
Currently Hurşit Zorlu, is a Board Member of all Anadolu Group companies. Zorlu also served as the chair person of Anadolu Group Sustainability Committee of the Group. Hurşit Zorlu is a High Advisory Council Member of the Turkish Investor Relations Society (TÜYİD) and served as the 8th term Chairperson of the Corporate Governance Association of Türkiye (TKYD) between 2015-2017.
Outside Positions Held
R. Engin Akçakoca holds board member positions in various Anadolu Group companies.
With a degree in economics from Boğaziçi University, Çekin went on to earn her PhD in the same field from the City University of New York Graduate School. She also completed the Advanced Management Program at Harvard Business School. Çekin started her career as a consultant at Bain & Co. in their Istanbul office. In 1999, she joined Boyner Holding as Vice President of Strategy and Business Development. From 2004 to 2009, she served as Chief Executive Officer of Beymen. Prior to taking on the director position at the MENA Research Center, she served as Executive Director of the Graduate School of Business at Koç University. She taught Retail Management and Merchandising in Koç University from 2010 to 2020.
In 2008, Dr. Ö. Özgür Tort was appointed as Chief Executive Officer of Migros and since then, has served in this role. Özgür Tort has also taken the lead in founding new generation retail services and is the chair of all Migros subsidiaries: Dijital Platform Gıda Hizmetleri A.Ş. (MigrosOne – E-Commerce), Mimeda Medya Platform A.Ş. (Retail Media) , MoneyPay Ödeme ve Elektronik Para Hizmetleri A.Ş. (Fintech), Migen Enerji ve Elektrikli Araç Şarj Hizmetleri A.Ş. (EV Charging Services), Paket Lojistik ve Teknoloji A.Ş. (Paket Taxi – Last Mile Logistics) and CRC Danışmanlık ve Organizasyon A.Ş. (Gurmepack – Ready Meal Production). 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 Türkiye.
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 gained a PhD degree in Engineering Management researching Value Chain Based Agricultural Financing Model.
Between 2011-2016, he served as the Head of Business Development Department responsible for new investments at Doğan Online Group of Companies. Between 2016-2019, he served as the Commercial and International Group President of Hepsiburada.com (Nasdaq: HEPS), Türkiye's pioneer e-commerce platform. Under Hepsiburada, he founded HepsiPay, one of Türkiye's first payment and electronic money organizations.
Active in NGOs, Ekmekçi served as the Chairman of the Board of Directors of the Electronic Commerce Operators Association (ETİD) and Vice Chairman of the TOBB E-Commerce Assembly.
A graduate of Tarsus American College, Ekmekçi holds a bachelor's degree in Industrial and Systems Engineering from the University of Southern California and an MBA from Columbia Business School in New York.
He is married to journalist and national equestrian Neslişah Evliyazade Ekmekçi and has one daughter.
Outside Positions Held
Emre Ekmekçi is a member of the Global Advisory Board of Mirakl, an e-commerce marketplace Saas platform, and independent Board Member at Digital Area company of Bank of Georgia.
Emre Ekmekçi qualifies as an independent member according to the CMB’s Corporate Governance Principles. He is not related in whatsoever manner to Migros Ticaret A.Ş. and/or its related parties.
Between 1994 and 2024, Prof. Tan served as a professor of Operations Management and Industrial Engineering, Vice President for Academic Affairs, Dean of the College of Economics and Administrative Sciences, and Director of the Graduate School of Business at Koç University. He joined Özyeğin University as a professor of Industrial Engineering and Business Administration in March 2024 and was appointed as the President in July 2024.
Prof. Tan’s areas of expertise are design and control of manufacturing systems, supply chain management, and stochastic modeling. The awards received by Barış Tan include the Distinguished Young Researcher award from the Turkish Academy of Sciences, TÜBİTAK and NATO Research Fellowships, and best paper awards. Prof. Tan has been a visiting professor at Harvard University, MIT, the University of Cambridge, University College London, and Politecnico di Milano. Prof. Tan has served on various universities and organizations’ advisory and management boards worldwide, including EFMD, Kyoto University Graduate School of Management, LUMS, Nottingham Business School, and ISM University of Management and Economics.
Outside Positions Held
Prof. Dr. Tan is an independent Board Member at Coca Cola İçecek A.Ş. and Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.
Professor Tan qualifies as an independent member according to the CMB’s Corporate Governance Principles. He is not related in whatsoever manner to Migros Ticaret A.Ş. and/or its related parties.
From 2003 to 2005, he served as the Coordinator and then as the General Manager of the History Foundation. He served as the General Manager and Member of the Board of Directors at KONDA Araştırma ve Danışmanlık Limited Şirketi between 2005-2022, and a member of the Board of Directors from June 2022 to May 2024. Ağırdır has been the Founding Chairman of the Board of Directors of the Veri Enstitüsü A.Ş. since September 2024.
Outside Positions Held
Bekir Ağırdır is currently an independent Board member at AG Anadolu Grubu Holding A.Ş. and Anadolu Efes Biracılık ve Malt Sanayii A.Ş. He is the Vice Chairman of the Board of the Turkish Economic and Social Studies Foundation (TESEV), the Founding Member of the Yanındayız Association, the Democratic Republic Program and the EYMIR Culture Foundation, a member of the METU Alumni Association, a writer for Oksijen newspaper, and a commentator for T24 internet newspaper.
Mr. Ağırdır qualifies as an independent member according to the CMB’s Corporate Governance Principles. He is not related in whatsoever manner to Migros Ticaret A.Ş. and/or its related parties.
He joined Credit Suisse Türkiye in 2004 and served as the country CEO and Head of Investment Banking until 2017. He also served as the Chairman of WWF Türkiye's Board of Directors between 2010 and 2022.
Outside Positions Held
Bayar is currently an independent member of the Board of Directors of Adel Kalemcilik Ticaret ve Sanayi A.Ş., Board Member of the Deniz Yaşamını Koruma Derneği and Chairman of Tekfen Teknoloji Yatırım ve Ticaret A.Ş.
Bayar qualifies as an independent member according to the CMB’s Corporate Governance Principles. He is not related in whatsoever manner to Migros Ticaret A.Ş. and/or its related parties.
He began his career at the Undersecretariat of Treasury in 1993, serving as Head of the Public Finance Department until 2004. He then transitioned to the private sector, taking on the role of Corporate Affairs Manager at Philip Morris International from 2004 to 2009.
In 2009, he joined Turkcell as Head of Corporate Affairs, a position he held until 2011. From 2011 to 2017, he led Metro AG’s Turkey Representative Office. Between 2017 and 2022, he served as Coordinator of Corporate Affairs, Communications, and Sustainability at Anadolu Group. He was a Board Member at Peyman from 2022 to 2024.
At Migros Ticaret A.Ş., he held the position of Group Director of Corporate Communications and Sustainability from 2024 to 2025. As of January 1, 2026, he has been appointed Assistant General Manager of Corporate Communications at Migros Group.
Independent Auditor
In the General Assembly meeting of Migros on 15 April 2025, it was
resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the
independent auditor for 2025.
2025
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: Barış Tan (President), Emre Ekmekçi
(Member)
Click here for working principles of the Audit
Committee.
Corporate Governance Committee: Uğur Bayar (President),
Talip Altuğ Aksoy (Member), İbrahim İzzet Özilhan (Member), Burak Başarır (Member), Mehmet Hurşit
Zorlu (Member), Esel Yıldız Çekin (Member), Rasih Engin Akçakoca (Member), Affan Nomak
(Member)
Click
here for working principles of the Corporate Governance
Committee.
Early Recognition of Risk Committee: Uğur Bayar (President),
İbrahim İzzet Özilhan (Member), Burak Başarır (Member), Esel Yıldız Çekin (Member), Barış Tan
(Member)
Click here for working principles of the Early Recognition of Risk
Committee.
Sustainability Committee: Bekir Ağırdır (President), İbrahim İzzet Özilhan
(Member), Burak Başarır (Member), Esel Yıldız Çekin (Member), Emre Ekmekçi (Member)
Click
here for working principles of the Sustainability Committee.
2024
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: Barış Tan (President), Emre Ekmekçi
(Member)
Click here for working principles of the Audit
Committee.
Corporate Governance Committee: Uğur Bayar
(President), Talip Altuğ Aksoy (Member), Esel Yıldız Çekin (Member), Mehmet Hurşit Zorlu (Member),
Burak Başarır (Member), Recep Yılmaz Argüden (Member), Affan Nomak (Member)
Click
here for working principles of the Corporate Governance
Committee.
Early Recognition of Risk Committee: Uğur Bayar (President),
Barış Tan (Member), Esel Yıldız Çekin (Member), Mehmet Hurşit Zorlu (Member), Burak Başarır (Member)
Click here for working principles of the Early Recognition of Risk
Committee.
Sustainability Committee: Bekir Ağırdır (President), Emre Ekmekçi (Member), Burak
Başarır (Member)
Click
here for working principles of the Sustainability 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 address & the Sustainability Committee
via surdurulebilirlik@migros.com.tr e-mail address.
2023
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: Hüseyin Faik Açıkalın (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: Barış Tan (President),
Hüseyin Faik Açıkalın (Member), Talip Altuğ 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.
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 2023 | view PDF |
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| Corporate Governance Principles Compliance Report 2021 | view PDF |
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| Corporate Governance Principles Compliance Report 2019 | view PDF |
| Corporate Governance Principles Compliance Report 2018 | view PDF |
| Corporate Governance Principles Compliance Report 2017 | view PDF |
| Corporate Governance Principles Compliance Report 2016 | view PDF |
| Corporate Governance Principles Compliance Report 2015 | view PDF |
| Corporate Governance Principles Compliance Report 2014 | view PDF |
| Corporate Governance Principles Compliance Report 2013 | view PDF |
| Corporate Governance Principles Compliance Report 2012 | view PDF |
| Corporate Governance Principles Compliance Report 2011 | view PDF |
| Corporate Governance Principles Compliance Report 2010 | view PDF |
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| Corporate Governance Principles Compliance Report 2005 | view PDF |
| Corporate Governance Principles Compliance Report 2004 | view PDF |
| Corporate Governance Rating Report 2025 | view PDF |
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| Corporate Governance Rating Report 2021 | view PDF |
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| Corporate Governance Rating Report 2015 | view PDF |
| Additional Info on Board of Directors 2024 | view PDF |
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| Additional Info on Board of Directors 2021 | view PDF |
Click here in order to reach our Sustainability and CSR section
“Our Company conducts a dividend distribution policy within the framework of the provisions of the Turkish Commercial Code, Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of our Articles of Association regarding the dividend distribution.
In line with the Corporate Governance Principles, a balanced and accurate policy is followed between the benefits of the shareholders and the Company. By taking our Company’s long-term strategies, investment and financing plans as well as its profitability into consideration, our Company targets to distribute 50% of its annual net distributable profit every year, in cash or in the form of bonus shares of stock, or some combination of the two. This policy is subject to the Company’s cash flow projections, forward looking expectations on its operations, investment plans and economic conditions. The General Assembly may decide to distribute dividend which differs from the targeted percentage by taking all these factors into consideration.
Dividend distribution shall start latest by the end of the fiscal year in which the General Assembly approves the dividend distribution.
The Company may decide to distribute dividend in advance or distribute dividend with either equal or different installments, in compliance with regulations in effect.”
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.”
“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.”
1. Introduction
This document outlines the sustainability-focused tax policy of Migros Ticaret A.Ş. ("the Company") and its subsidiaries (together "Migros Group Companies"). Our company adopts a fair and transparent tax practice. The primary goal of the tax policy is to ensure legal compliance, ethical responsibility, and a positive impact on society.
Migros aims to fulfil its tax and other legal obligations in a complete and timely manner and to set an example to the community in this respect. The Company, along with its subsidiaries, adopts the principle of full compliance with tax legislation and a transparent attitude towards tax authorities. The interests of all stakeholders are taken into consideration in determining the tax management approach and fulfilment of external reporting obligations.
The Company CFO, Tax and Accounting Director and the Company’s Certified Public Accountant (CPA) are responsible for minimizing tax risks and ensuring full compliance with tax laws.
2. Purpose and Scope
Our tax policy is implemented in line with the company's environmental, social, and governance (ESG) values. This policy aims to comply with all regional and international tax regulations, to contribute to local communities, and to promote sustainable business practices. This document covers all departments and employees of our company.
The policy aims to outline the Company's tax strategy within the framework of corporate and governance structure of Migros and its subsidiaries.
The Company's tax strategy mainly aims to ensure compliance with applicable tax laws and regulations and to appropriately coordinate the tax practices followed by Migros Group Companies, all within the framework of supporting a long-term business strategy that avoids tax risks and inefficiencies in fulfilling corporate interests and implementing business decisions.
3. Main Principles
Our Tax Policy forms the basis of a tax management approach that prioritizes voluntary compliance and a corporate citizenship awareness built within the framework of compliance and transparency.
This Policy applies to the entire Migros Group Companies and to all taxes. In addition to corporate tax, withholding tax, special consumption tax, Value Added Tax, and all other taxes are considered within this scope.
The Company's Tax Policy applies to all employees and responsible persons who are involved in matters that directly or indirectly affect taxes.
3.1 Tax Transparency
Our company follows a transparent tax policy in which information on corporate income taxes paid is annually shared with our stakeholders. The Company's corporate tax liability and payments are published in integrated annual reports.
3.2 Legal Compliance
Migros Ticaret A.Ş. complies with all applicable tax laws. Our tax obligations are fulfilled within the framework of all local and international laws and regulations. Ensuring tax compliance is also among the duties and responsibilities of the CFO, who performs this duty together with the Tax and Accounting Director.
Migros Group Companies also receive full certification services to ensure compliance. Before submitting provisional tax and corporate tax returns, the returns of Migros and its subsidiaries are checked not only by company officers but also by the CPAs of the Company and its subsidiaries.
The Company values a transparent working relationship with tax authorities and trusts their approach. In this regard, the Company units strive to establish and maintain a constructive communication and working relationship with the authorities on all aspects of taxation. In the case of ambiguous or doubtful tax matters, if necessary, Company officials seek opinions from the Revenue Administration and carefully consider and evaluate the opinions received.
Migros fulfills all its tax obligations required by law on time, such as keeping records, filing tax returns or declarations, submitting records, paying taxes as well as collecting taxes on behalf of the state and performing tax duties as a tax responsible party.
3.3 Fair Tax Contribution
Our company is committed to providing a fair and legally compliant tax contribution within the scope of its activities. Our tax planning supports the long-term growth and sustainability of the company while at the same time acting with a sense of social responsibility.
4. Sustainability and Tax Relationship
Our company aligns its tax policies with our environmental and social goals to build a sustainable future. In this context, supporting low-carbon business models, investing in renewable energy, and benefiting from environmentally friendly incentive programs are among our priorities.
5. Risk Management
Our tax policy is regularly reviewed to ensure the minimization of potential tax risks. Effective internal audit processes are applied for the identification and management of tax risks. In this context, our company is committed to ensuring the accuracy of its tax processes both through internal controls and external audits and reporting within the scope of full certification.
6. Tax Planning
Migros Group Companies make tax planning within ethical and legal boundaries in their commercial operations. Our company does not operate in regions known as tax havens and avoids tax avoidance and aggressive planning strategies. On the other hand, it benefits from tax incentives that offer tax planning opportunities in accordance with the law (Investment Incentives, R&D Deductions, Reduced Corporate Tax, etc.).
7. Community Contribution
Our company aims to directly contribute to local economies and communities in the countries where it operates. In case of tax incentives obtained within the scope of social responsibility projects, sustainable investments, and philanthropic activities, these opportunities are prioritized for the benefit of society.
8. Reporting and Monitoring
Our tax policy is regularly reviewed and included in the annual sustainability reports. In order to ensure the implementation of tax policies without compromise, our Company is committed to regularly reviewing these policies and taking appropriate measures to update them when necessary.
Conclusion
With this tax policy based on the principles of transparency, fairness and sustainability, Migros and its subsidiaries aim to fulfill their responsibilities to society while supporting long-term growth strategies.
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.
“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
Click here for recent disclosures of Migros Ticaret A.Ş.
March 25, 2025
It was decided to hold the Ordinary General Assembly Meeting of our Company on April 15, 2025 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.
March 21, 2025
It was decided to hold the Ordinary General Assembly Meeting of our Company on April 15, 2025 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 can be reached through the Investor Relations
heading.
March 25, 2024
It was decided to hold the Ordinary General Assembly Meeting of
our Company on April 16, 2024 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 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 |
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