Migros Ticaret A.Ş.

Tesco Kipa Acquisition Roadmap

June 2016

Disclaimer Statement

1

Migros Ticaret A.Ş. (the “Company”) has prepared this presentation for the sole purpose of providing information about its business, operations and financial results.

The information in this presentation is subject to updating, revision and amendment. The information in this presentation, which includes certain information drawn from external sources, does not purport to be comprehensive and has not been independently verified. No reliance may be placed for any purpose whatsoever on the information contained in this presentation or any assumptions made as to its completeness. No representation or warranty, express or implied, is given by the Company, any of its subsidiaries or any of its advisers, officers, employees or agents, as to the accuracy, reliability or completeness of the information or opinions contained in this presentation or in any revision of the presentation or of any other written or oral information made or to be made available to any interested party or its advisers. Save in the case of fraud, no responsibility or liability is accepted (and all such liability is hereby excluded for any such information or opinions). No liability is accepted by any of them for any such information or opinions (which should not be relied upon) and no responsibility is accepted for any errors, misstatements in or omissions from this presentation or for any loss howsoever arising, directly or indirectly, from any use of this presentation or its contents. The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice.

To the extent available, the industry, market and competitive position data contained in this presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the markets in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

This document is not intended for potential investors and does not constitute or form part of any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. This document does not constitute a recommendation regarding the securities of the Company.

The content of this presentation has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.

In the United Kingdom, this presentation is only being distributed to persons who are reasonably believed to be persons who fall within Articles 19 (1) and 19 (5) (investment professionals) or 49 (2) (High net worth Companies etc.) of The Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“Financial Promotion Order”) or to other persons to whom this presentation may otherwise be lawfully distributed. Persons who do not fall within any of these definitions should return this presentation immediately to the Company and in any event, must not act or rely upon the information contained in this presentation. By listening to this presentation, each person is deemed to confirm, warrant and represent that they fall under one of the Articles set out above. The contents of this presentation must not be copied or distributed by recipients and its contents are confidential.

This presentation contains “forward looking statements” which may relate to, without limitation, the Company’s plans, objectives, goals, strategies, future operational performance, and anticipated developments in the Turkish retail market and the Turkish economy. These forward looking statements are characterized by words such as “anticipate”, “estimate”, “believe”, “intend”, “plan”, “predict”, “may”, “will”, “would”, “should”, “continue”, “expect” and similar expressions, but these expressions are not the exclusive means of identifying such statements. Such forward looking statements involve risks, uncertainties and other important factors that could cause circumstances or the Company’s actual results, performance or achievements to be materially different from any future circumstances, results, performance or achievements expressed or implied by such statements. There can be no assurance that actual results will not differ materially from expectations, and, therefore, readers are cautioned not to place undue reliance on such statements. Any forward-looking statement in this presentation speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

By attending / reading the presentation you agree to be bound by these provisions.

Agenda

∎ Transaction Overview

∎ Overview of Kipa

∎ Strategic Rationale

∎ Way Forward for Kipa

∎ Expected Financial Impact

∎ Summary

2

Acquisition of 95.5% stake in Tesco Kipa

3

Migros entered into an agreement with Tesco Overseas Ltd to acquire its c.95.5% stake in Tesco Kipa (1)

− 168 stores with total net sales area of 324k sqm

− Including real estate property portfolio of 303k sqm with significant third party leased area

Transaction Overview

Approvals Intention to apply to the Capital Markets Board for exemption from requirement to launch a mandatory

tender offer with post closing

Timing Closing upon obtaining regulatory approval from Turkish Competition Authority

Consideration

Purchase value of TL 302 million

− After deducting financial debt of Kipa in latest FY balance sheet and other adjustments

Implied estimated price per share of TL 0.2375

Final purchase value and final price per share dependent on closing adjustments

Acquisition is expected to be bridge financed by existing TL credit lines

(1) Migros acquires 9,867 Class A and 1,272,639,452 Class B shares of Tesco Kipa Kitle Pazarlama Ticaret Lojistik ve Gıda Sanayi A.S.(‘’Kipa’’, or ‘’Tesco Kipa’’) from Tesco Overseas Ltd

Overview of Kipa

Modern grocery retailer focused on the Western regions of

Turkey with 168 stores, total sales of TL 2,247 million (1)

and net sales area of ~324k sqm, comprising

− 17 Hypermarkets >6,000 sqm

− 31 Large Supermarkets between 2,000 and 6,000 sqm

− 48 Supermarkets

− 72 Express stores

37 retail real estate properties (mainly shopping malls,

Company owned)

Centrally located distribution centre in Torbali, İzmir

(owned property)

Serves over 1.5 million customers each week

Headquartered in Cigli, Izmir

Summary Business Overview

(1) Refers to fiscal year ending 29 February 2016, as per CMB filings (2) Pre-restructuring/right sizing initiatives contemplated by Migros. Based on February 2016 financial results, excluding one store which was closed in April 2016

Net Sales Area (2)

~324k sqm

4

Hypermarkets 39%

Large Supermarkets

43%

Supermarkets 13%

Express 5%

Store

2

1

1

3

4

2

13

1

4

1

1

2

7

3

8

1 2 50

3

6

1

8 4

4

1

2

1

2

2 2 1

2

2 1 6

1 1

1

1 1

1

1

Torbali DC

Kipa Store Portfolio and Formats

5

Store Portfolio by City Formats

(1) One out of 3 petrol filling stations is subleased to a third party.

No. of stores: 72

Avg size: 234 sqm

Total sales area: 16,877 sqm

Proximity supermarkets

Located in residential and business areas

Provides basic fresh and retail products

No. of stores: 48

Avg size: 856 sqm

Total sales area: 41,128 sqm

In addition to product range available in express stores, also provides pastry, butcher and seafood

No. of stores: 31

Sales area ranging from 2,000 to 6,000 sqm

Avg size: 4,460 sqm

Total sales area: 138,261 sqm

In addition to product range available in supermarkets, offers selected non-food categories

Large Supermarkets

Express

Hypermarkets

Supermarkets

Distribution centre

Kipa presence

No. of stores: 17

Sales area > 6,000 sqm

Avg size: 7,509 sqm

Total sales area: 127,652 sqm

In addition to product range available in large supermarkets, offers electronics, sports and clothing ranges

Express

Supermarkets

Large Supermarkets Hypermarkets

3 3

2

2

3

2

Petrol filling stations (1)

Strengthens competitive position and leverage scale benefits

(1) Migros as of March 2016. Kipa as of February 2016, excluding one store, which was closed in April 2016. Before restructuring of portfolio. (2) Migros refers to fiscal year ending 31 December 2015, only for Turkish operations. Kipa refers to fiscal year ending 29 February 2016. OPEX does not include amortisation,

provisions for unused vacations, employee termination payments/provisions. 6

Number of Stores - Total (1) Operational Expenses/Sales(2) LFY Sales Densities (2)

1

Apply Migros' proven and tested ‘full range’ formats to Kipa’s portfolio of well-established and well-located shopping destinations

Provide compelling format proposition addressing Turkey’s demographics and growing middle class

Gain critical scale benefits in an increasingly consolidating modern grocery segment

Integration and optimization of corporate and distribution functions

1.447

1.615

Migros Migros Pro Forma

TL/sqm

6.932

9.408

Kipa Migros

27.1%

20.4%

Kipa Migros

Significant real estate content increases operational flexibility

7

İzmir - Çigli Yalova İzmir - Balcova

Ankara - Polatli Mersin - Mezitli Antalya

(1) Excluding Torbali distribution centre

2

Kipa owns 37 retail real estate properties (1) with 303k sqm of total retail space

26 of the properties are shopping malls including significant third-party leased sales area adjacent to a Kipa store being an anchor

Local operational excellence allows for improved cost control

8

‐ Staffing

‐ IT systems

‐ Transportation from centralised logistics

3

Leveraging of Migros’ long-term relationships with local suppliers, localised category

management and savings from centralised logistics (67-70% for Kipa vs. 84% for Migros)

Application of Migros‘ best operating practices to Kipa stores, including

Proven track record of integrating and right sizing stores in Turkey

9

‐ successful right sizing of 33,000 sqm of Migros’

large store space over last few years

‐ delivering operational initiatives,

including the successful conversion and

rebranding of 375 Tansas stores since 2010

‐ increasing market penetration and top-line

sustainable growth without compromising

profitability and balance sheet efficiency

4

Significant step forward in Migros’ long term expansion plans

Format adoption, store transformations and rebranding as well as store rollouts are part of Migros’

DNA

Based on deep understanding of Turkish food retail market

Proven track record of

Way Forward for Kipa

10

Restructuring of Kipa’s store portfolio leading to sales area reduction, including

− Gradual right sizing of certain locations

Adoption of Migros’ proven and tested ‘full range’ formats

Refurbishment of certain shopping malls

Opportunistic divestiture of certain real estate assets

Restructuring of Store Portfolio

Leveraging of Migros' long-term relationships with local suppliers

Localised category management

Apply Migros' best operating practices to Kipa estate, including

− Staffing practices

− IT systems

− Transportation from centralised logistics

Application of Migros’

Operating Model

Increased economies of scale

Integration and optimisation of corporate and distribution functions

Savings from rebranding of Kipa stores to Migros banners

Savings in distribution centre expenses

Integration Benefits

1

2

3

Expected Financial Impact

11

Supports Migros’ double digit sales growth guidance

Improvement of Kipa’s sales/sqm efficiency by right sizing of net sales area and efficiency initiatives

Target neutral pro forma EBITDA margin impact within 2 years after closing

P&L Impact

Balance Sheet

Impact

LTM Mar-16 Proforma Net Debt / EBITDA range of 3.5x-4.0x

− 3.5x reflecting with higher integration synergies, 4.0x assuming moderate integration synergies

Expected to achieve less than 3.0x Net Debt/EBITDA within 2 years after closing(1)

In parallel, ability to materially reduce leverage through divestiture of selected real estate assets to achieve targeted leverage levels rapidly

Acquisition is expected to be bridge financed by existing TL credit lines

(1) Assuming constant EUR/TL rate for the years 2016, 2017 and 2018

Summary

1. Strengthens competitive position and leverage scale benefits

3. Significant real estate content increases operational flexibility

4. Local operational excellence allows for improved cost control

5. Proven track record of integrating and right sizing stores in Turkey

2

1

3

4

12