Bizim Toptan Satis Magazalari : Information Note and Letter of Attorney for the 2022 General Assembly Meeting

Invitation to the 2022 Ordinary General Assembly Meeting

From the Board of Directors of

BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

Dear Shareholders,

The Shareholders Meeting of our Company for the year 2022 will be held on 07/06/2023 at 14:00 at the address "Kuşbakışı Cad. No:19 Altunizade Üsküdar/İstanbul", according to the agenda specified below. (*)

In accordance with the CMB Corporate Governance Principles and CMB Communiqués, regarding the issues to be discussed at the Ordinary General Assembly; The agenda of the General Assembly Meeting includes the Annual Report of the Board of Directors for the Operating Year 2022, the Financial Statements and the Independent Audit Report, the proposal on Profit Distribution and the Corporate Governance Principles Compliance Report attached to the Annual Report and the necessary explanations for compliance with these agenda items and the Capital Markets Board regulations. The detailed Information Note will be available for review by our esteemed shareholders three weeks before the meeting, within the statutory period, at the Company Headquarters, on the Company website at www.bizimtoptan.com.tr, on the Public Disclosure Platform and on the Electronic General Assembly system.

Shareholders who wish to attend the General Assembly Meeting in person or through their representatives in the electronic environment pursuant to Article 1527 of the Turkish Commercial Code must notify their preferences via the Electronic General Assembly System (EGAS) through the Central Securities Depository system. In case the representative will attend the General Assembly Meeting instead of the shareholder, the identity information of the representative must be recorded in the EGAS. In cases where the representative will attend the meeting physically, authorization can be made in this way.

Pursuant to Article 415 of the Turkish Commercial Code, our shareholders or their representatives whose share certificates have been dematerialized within the framework of the Central Securities Depository (CSD) regulations and whose names are on the list of shareholders, will be able to attend the General Assembly Meeting. Shareholders whose names are on this list can physically attend the Ordinary General Assembly Meeting of our Company by showing their identity cards.

Shareholders and their representatives, who wish to attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Incorporated Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Incorporated Company" published on the Official Gazette dated 29 August 2012 and numbered 28396. Otherwise, they will not be able to attend the meeting. Detailed information on EGAS can be found at www.mkk.com.tr

Our shareholders who cannot attend the meeting in person to exercise their voting rights by proxy should issue their power of attorney in accordance with the sample below or obtain a sample of the proxy form from our Company Headquarters and the Company website at www.bizimtoptan.com.trand submit their notarized power of attorney, by fulfilling the matters stipulated in the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 provision of the Capital Markets Board, published in the Official Gazette dated 24.12.2013 and numbered 28861.

Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to

the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.

Voting at the General Assembly will be made by open voting method with show of hands, with provisions relating to electronic voting being reserved.

Respectfully submitted to the attention of esteemed Shareholders.

1. In accordance with Article 29 of the Capital Markets Law, a registered letter will not be sent to our shareholders for the invitation to the General Assembly Meeting.

Regards,

BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2022

1. Opening and election of the Chairman of Meeting,
2. Authorization of the Minutes of the General Assembly Meeting to be signed by the Chairman of Meeting,
3. Reading and discussing the Annual Report of Board of Directors for the fiscal year 2022,
4. Reading the Independent External Audit Report summary for the fiscal year 2022,
5. Discussion and approval of the Consolidated Financial Statements for the fiscal year 2022,
6. Discussion and resolve of the acquittal of the members of the Board of Directors separately for the activities and transactions of the fiscal year 2022,
7. Election of the new Board Members and determination of term of office and remuneration for the members of the Board of Directors,
8. Discussing and determining the proposition of the Board of Directors for dividend distribution,
9. Decision to amend article 10 of the Company's Articles of Association, titled "YÖNETİM KURULU TOPLANTILARI", as follows,
10. Discussion and resolve of the proposal of the Board of Directors regarding the selection of an independent external auditor for the auditing of the 2023 fiscal year accounts and transactions in accordance with the Turkish Commercial Code and capital market legislation,
11. Submission of information on donations and charitable contributions made in 2022 and discussing and deciding on the proposal of the Board of Directors regarding the determination of the donation limit for the period 01/01/2023 - 31/12/2023,
12. Informing the shareholders regarding the collaterals, pledges and mortgages put by the Company in favor of third persons and the revenues and benefits gained by the Company, within the framework of the Capital Markets Board regulations,
13. Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code,
14. Closing.

POWER OF ATTORNEY

BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

I / we hereby appoint ________________ as my Proxy, to represent me in accordance with my

instructions stated below, to vote, to make proposals and to sign the necessary documents at the Ordinary General Assembly meeting of Bizim Toptan Satış Mağazaları A.Ş. that will be held on June 7, 2023 Wednesday day at 2:00pm, at Kuşbakışı Cad. No:19 34662 Altunizade-Üsküdar/İstanbul

The Attorney's (*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

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

The scope of representative power should be defined after choosing one of the options (a), (b) or

(c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

1. The attorney is authorized to vote according to his/her opinion.
2. The attorney is authorized to vote on proposals of the attorney partnership management.
3. The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items (*)	Accept Reject Dissenting
	Opinion

1. Opening and election of the Chairman of Meeting,
2. Authorization of the Minutes of the General Assembly Meeting to be signed by the Chairman of Meeting,
3. Reading and discussing the Annual Report of Board of Directors for the fiscal year 2022,
4. Reading the Independent External Audit Report summary for the fiscal year 2022,
5. Discussion and approval of the Consolidated Financial Statements for the fiscal year 2022,
6. Discussion and resolve of the acquittal of the members of the Board of Directors separately for the activities and transactions of the fiscal year 2022,
7. Election of the new Board Members and determination of term of office and remuneration for the members of the Board of Directors,
8. Discussing and determining the proposition of the Board of Directors for dividend distribution,
9. Decision to amend article 10 of the Company's Articles of Association, titled "YÖNETİM KURULU TOPLANTILARI", as follows,
10. Discussion and resolve of the proposal of the Board of Directors regarding the selection of an independent external auditor for the auditing of the 2023 fiscal year accounts and transactions in

accordance with the Turkish Commercial Code and capital market legislation,

1. 1. Submission of information on donations and charitable contributions made in 2022 and discussing and deciding on the proposal of the Board of Directors regarding the determination of the donation limit for the period 01/01/2023 - 31/12/2023,
   2. Informing the shareholders regarding the collaterals, pledges and mortgages put by the Company in favor of third persons and the revenues and benefits gained by the Company, within the framework of the Capital Markets Board regulations,
   3. Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code,
   4. Closing.
   • No voting on the informative items.
2. The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.
   2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:
   a) The attorney is authorized to vote according to his/her opinion. b) The attorney is not authorized to vote in these matters.
   c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows: a. Order / Serial (*) :
   b) Number / Group (**) c) Amount-Nominal Value
   ç) Share with voting power or not d) Bearer-Registered (*)
   e) Ratio of the total shares/voting rights of the shareholder
   *Such information is not required for the shares which are followed up electronically.
   **For the shares which are followed up electronically, information related to the group will be given instead of number.
2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Securities Depository) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

1. Foreign attorneys should submit the equivalent information mentioned above.
   SIGNATURE

RESUMES OF BOARD CANDIDATES

Cengiz Solakoğlu:

Cengiz Solakoğlu graduated from Istanbul Academy of Economic and Commercial Sciences in 1964. He began to work as a salesman at Beko Ticaret A.Ş. in 1967 and became the General Manager of the Company in 1977. He held this position until 1983, when he became the General Manager of Atılım Company, which also belonged to Koç Group. During this 8-year office, he led the works on "Restructuring and strengthening Arçelik Authorized Dealer System". He was appointed Vice President of Koç Holding Consumption Group in 1991 and Chairman of Consumption Group in 1994. Solakoğlu, who also served as a Member of the Group Executive Board between 1996 and 1998, was appointed as the Chairman of Koç Holding Consumer Durables Group in 2002 and retired from Koç Group in 2004 due to 60 years of age principle. He had worked in Koç Group for 38 years without interruption. In addition to Bizim Toptan, Solakoğlu is a member of the Board of Directors and serves as Chairman of the Board of Directors in Şok Marketler A.Ş., one of Yıldız Holding's retail sector companies. Cengiz Solakoğlu is one of the founders of 1907 Fenerbahçeliler Association and Education Volunteers Foundation, and served as Chairman and Member of the Board of Directors. He was chosen the Leader of Civil Society by Economist journal in 2004.

Ali Ülker:

Born in 1969, Ali Ülker studied in Istanbul Male High School and then completed his university education in Boğaziçi University, Faculty of Economics and Administrative Sciences, Department of Economics and Business Administration. He attended various educational programs at IMD, INSEAD, Wharton and Harvard. He participated in the Internal Kaizen Study (1992) with De Boccard & Yorke Consultancy Company and the IESC Sales System Development and Internal Organization Project (1997). Ali Ülker started his work life as an intern in Ülker Gıda A.Ş. Quality Control Department in 1985, whereupon he worked in chocolate production plants and at Atlas Gıda Pazarlama A.Ş. in Intern, Sales Manager, Sales Coordinator, Product Group Coordinator and Product Group Manager positions between 1986 and 1998. Ali Ülker was appointed as General Manager of Atlas Gıda Pazarlama A.Ş. in 1998 and Vice President of the Retail Group in 2000, whereupon he also assumed the role of General Manager of Merkez Gıda Pazarlama A.Ş. in 2001. He was appointed Vice President of Food Group in 2002 and President of Ülker Group in 2005. Ali Ülker had been the Acting Chairman of Board of Directors of Yıldız Holding since 2011, whereupon he became the Chairman of Board of Directors of Yıldız Holding on January 29, 2020. Ülker has deep knowledge and experience in marketing and sales, has a special interest in innovation and supports the teams working on it within the Group. Ülker enjoys mentoring young people. He likes the outdoors, being in nature and doing sports. Ali Ülker speaks English and German, is married and has 3 children.

Mehmet Tütüncü:

Mehmet Tütüncü completed his undergraduate studies in the Department of Mechanical Engineering at Gazi University and his master's degree in the Department of Industry and Organizational Psychology at Maltepe University. He also attended 6 months of Production, Quality Control and Maintenance Applications in Italy with IRI scholarship, Strategic Marketing at Harvard Business School, and took various training courses in IMD/Switzerland and Insead/Singapore. Starting his work life as an engineer in the Department of Structural Works at the Ministry of National Education in 1981, Mehmet Tütüncü worked as the Production Manager, Business Manager and General Manager of Best Rothmans Entegre Sigara ve Tütün Sanayi A.Ş. respectively between 1987-1996. He started his first job at Yıldız Holding in 1996 as the Operations Coordinator at Ülker Gıda A.Ş. He served as the General Manager of Ülker Biscuit and Chocolate factories, Vice President of Ülker Group, President of Food and Beverage Group, President of Food Group and President of Ülker International Group. He was appointed as Regional CEO in charge of Türkiye, Middle East, North Africa and Middle Asia in the pladis organization, which was founded within the organization of Yıldız Holding in 2016. In 2017, he also took responsibility of the South Asia and Latin America regions and pladis Global Information Systems