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Our Company's Issuance Certificate approved by the Capital Markets Board (CMB) on 18.07.2019 to issue debt instruments upto the ceiling of TL 1.000.000.000 for 1 year is expired. Hence, Migros Board of Directors passed a new resolution to determine the debt instrument capital ceiling. Our company, in one or more transactions in Turkey, may issue various types of debt instruments in Turkish Liras including but not limited to bonds and/or commercial papers up to TL 1,000,000,000 (OneBillionTurkish Liras) with varying terms up to a maximum of 5 (five) years (hereinafter each a "Debt Instrument") to be sold to qualified investors and/or through private placement without any domestic public offering and within this context: 1- to file an application to the Capital Markets Board for the approval of the issuance certificate(s); 2- to issue financial bonds and/or commercial papers at a market discount and/or with coupon payments and for any coupon bonds to be issued with fixed and/or variable interest rates; 3- the interest rate should be determined by i) adding the spread rate to the annual compound interest rate of Treasury Bills and/or Government Bonds that serve as a benchmark which is compatible with the term of the commercial papers and/or financial bonds being issued; ii) adding the spread rate to the Turkish Lira interbank borrowing rate (TRLIBOR) (reference interest rate) calculated by the Banks Association of Turkey; or iii) adding the spread rate to the TLREF Turkish Lira Overnight Reference Rate (reference interest rate); 4- subject to the above restrictions, to grant General Manager Ömer Özgür Tort together with Assistant General Managers Ferit Cem Doğan or Mustafa Murat Bartın the power to sign brokerage contracts with intermediary institutions with regard to any issuances within one year of the date of the approval obtained from the Capital Markets Board, to determine all conditions for the issuance including amount, term, interest, spread and issuance method, to carry out the issuance of the debt instruments, to carry out all necessary actions including the determination of the principles for allocation and placement percentages, to apply to and carry out any and all actions and perform any and all transactions before all kinds of public institutions and agencies including but not limited to the Capital Markets Board, Central Registry Agency Istanbul (Merkezi Kayıt Kuruluşu A.Ş.), Stock Exchanges, to file the necessary applications with and carry out and complete other actions before the necessary authorities and to prepare and sign on behalf of our Company any and all documents, letters, requests, reports and other papers. (In case of a discrepancy between the Turkish and the English versions of this disclosure, the Turkish version shall prevail.)
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