Public Disclosures

Please find attached the management guidance revision for the financial year 2024 ending January 31, 2025.

Management Guidance Revision for Financial Year 2024

At our Company's Ordinary General Assembly Meeting dated 25.04.2024, within the framework of our Company's Articles of Association and Dividend Distribution Policy, in accordance with the Capital Markets Law, Capital Markets Legislation and other relevant laws and legislation, the net profit for the interim periods of the special accounting period 1 February 2024 - 31 January 2025 Our Company's Board of Directors has been authorized to decide on dividend advance distribution and to determine the conditions for distribution, provided that distributable profit for the period is generated.

In this context, as a result of the evaluations made by our Company's Board of Directors, it has been decided not to distribute dividend advances over the consolidated net profit of the parent company in the amount of 2,423,530,000 TL, which occurred in the interim accounting period of 01/02/2024 - 31/10/2024.

Regarding the debt security with ISIN code TRSMAVI92514, a nominal value of 500,000,000 TL and issue date 06.09.2023, issued by our company to qualified investors, the fourth coupon and principal payment was made on 6 September 2024.

Regarding the debt security with ISIN code TRSMAVI92513, a nominal value of 500,000,000 TL and issue date 06.09.2023, issued by our company to qualified investors, the fourth coupon payment was made on September 4, 2024.

At our Company's Ordinary General Assembly Meeting dated 25.04.2024, within the framework of our Company's Articles of Association and Dividend Distribution Policy, in accordance with the Capital Markets Law, Capital Markets Legislation and other relevant laws and legislation, the net profit for the interim periods of the special accounting period 1 February 2024 - 31 January 2025 Our Company's Board of Directors has been authorized to decide on dividend advance distribution and to determine the conditions for distribution, provided that distributable profit for the period is generated. In this context, as a result of the evaluations made by our Company's Board of Directors, it has been decided not to distribute dividend advances over the consolidated net profit of the parent company in the amount of 960,220,000 TL, which occurred in the interim accounting period of 01/02/2024 - 30/04/2024.”

JCR Eurasia Rating has evaluated our Company in the very high investment level category and affirmed the Long Term National Issuer Credit Rating as "AA+ (tr)" and the Short Term National Issuer Credit Rating as "J1+ (tr) with "Stable" outlook. The Long Term International Foreign and Local Currency Issuer Credit Ratings and outlooks were assigned as ‘BB/Stable' as parallel to international ratings and outlooks of the Republic of Turkey.

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 11:00. The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for the special accounting period of 1 February 2023 – 31 January 2024 were approved.

- Mr. İbrahim Tamer Haşimoğlu and Mr. Nedim Nahmias’ appointments made in accordance with Article 363 of the Turkish Commercial Code to the Independent Member of the Board of Directors, which became vacant within the special accounting period of 1 February 2023 – 31 January 2024 was approved,

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company's special accounting period of 1 February 2023 – 31 January 2024.

- It is resolved to elect Mr. Ragıp Ersin Akarlılar, Mr. Ahmet Cüneyt Yavuz and Mrs. Fatma Elif Akarlılar as members of the Board of Directors; and Ms. Betül Ebru Edin, Mr. Nedim Nahmias and Ms Rina Azaduhi Onur Şirinoğlu as independent members of Board of Directors to serve for a term of 3 (three) years.

- Amendment of the Dividend Distribution Policy has been approved.

- The Board of Directors' dividend payment proposal on distribution of TRY 844.944.770,18 gross dividend to shareholders in cash starting from 6 May 2024 has been approved.

- The issues of authorizing our Company's Board of Directors to decide on advance dividend distribution and to determine the conditions for distribution have been discussed and approved.

- The net amount of attendance fees payable to the Board of Directors' members determined as TRY 105,000.

- DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2024 – 31 January 2025.

- The proposal of the Board of Directors regarding the increase of the registered capital ceiling of our Company from TRY 500,000,000.- (five hundred million Turkish Liras) to TRY 4,000,000,000.- (four billion Turkish Liras), determination of the validity period of the registered capital ceiling of our Company as 2024-2028 and amendment of Article 6 titled "Capital and Shares" of the Articles of Association of our Company was approved.

- The upper limit of the donations was determined as TRY 14,000,000 for the special accounting period of 1 February 2024 – 31 January 2025.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

At our Company's Ordinary General Assembly Meeting for the special accounting period 1 February 2023 – 31 January 2024, held on 25 April 2024, it was resolved to approve the attached dividend distribution proposal of the Board of Directors prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy and to start the dividend payments on 6 May 2024.This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

AGM Approval of Profit Distribution Proposal

At the Ordinary General Assembly Meeting of our Company for the special accounting period of 1 February 2023 – 31 January 2024 held on 25 April 2024, it was resolved to amend our Company's Articles of Association's article 6, titled "Capital and Shares" by way of increasing our Company's registered capital ceiling from 500,000,000.- TL to 4,000,000,000.- TL, determining the validity period of the registered capital ceiling as 2024-2028, as in the attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

AGM Approval for Registered Capital Ceiling Increase

At our Company's Ordinary General Assembly Meeting for the special accounting period of 1 February 2023 - 31 January 2024, held on 25 April 2024, the changes made to our Company's Dividend Distribution Policy, determined in the Board of Directors Decision dated 28 March 2024, were approved.

Dividend Distribution Policy Revision

At our Company's Ordinary General Assembly Meeting for the special accounting period 1 February 2023 – 31 January 2024, held on 25 April 2024, it was resolved to approve DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2024 – 31 January 2025, and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

On April 25, 2024, it was resolved that;

- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,
- Betül Ebru Edin shall be elected as the Vice Chairman of the Board.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Betül Ebru Edin and Nedim Nahmias has been appointed as members of the Audit Committee with Betül Ebru Edin as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Rina Azaduhi Onur Şirinoğlu and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Rina Azaduhi Onur Şirinoğlu as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Betül Ebru Edin and CFO Bige İşcan Aksaray has been appointed as members of the Early Identification of Risks Committee with Betül Ebru Edin as the chairman of the committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Our application to Capital Markets Board (CMB) dated 26.03.2024, for amendment of the 6th article of Our Company's articles of association titled "Capital and Shares" related to the increase of our Company's registered capital ceiling from 500.000.000,- TL (five hundred million Turkish Liras) to 4.000.000.000,- TL (four billion Turkish Liras), to determine the validity period of the registered capital ceiling as 2024-2028 as announced to public with the material event disclosure dated 25.03.2024, was approved by CMB on 01.04.2024 and the approval letter was notified to the Company today.

The amendment of the Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares" will be submitted to the shareholders’ approval at the Ordinary General Assembly meeting on 25.04.2024 following the approval of the Ministry of Trade.

It has been resolved by Board of Directors that;
- The registered capital ceiling of the Company shall be increased from 500.000.000,- TL (five hundred million Turkish Liras) to 4.000.000.000,- TL (four billion Turkish Liras) and the validity period of the registered capital ceiling shall be determined as 2024-2028,

- Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares", shall be amended, due to the increase in the registered capital ceiling and determination of the validity period of the registered capital,

- Authorizing the General Directorate of our Company to make the necessary applications for approval of the amendment draft to the Capital Markets Board and T.R. Ministry of Commerce and complete other legal procedures.

The amendment of the Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares" is in the annex.

In case of any contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Registered Capital Celing Increase Board Resolution

Within the scope of the transactions regarding the increase of our company's issued capital from 198.628.000-TL (one hundred ninety eight million six hundred and twenty eight thousand Turkish Liras) to 397,256,000 (three hundred ninety-seven million two hundred and fifty-six thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account, amendment of the 6th article titled "Capital and Shares" of our Company's articles of association as in the annex, was registered before the Istanbul Trade Registry Office on 22.03.2024 and published in the Turkish Trade Registry Gazette dated numbered 11049.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The Issue Document approved by the Capital Markets Board on 14/03/2024 with decision number 15/391 in regards to the increase in the issued capital of the Company from 198.628.000-TL (one hundred ninety eight million six hundred and twenty eight thousand Turkish Liras) to 397,256,000 (three hundred ninety-seven million two hundred and fifty-six thousand Turkish Liras) through the conversion of "Retained Earnings" is in the attached.

The rights to acquire bonus shares starts on 19/03/2024.

We respectfully present the information to the public.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The Issue Document approved by the Capital Markets Board on 14/03/2024 with decision number 15/391 in regards to the increase in the issued capital of the Company from 198.628.000-TL (one hundred ninety eight million six hundred and twenty eight thousand Turkish Liras) to 397,256,000 (three hundred ninety-seven million two hundred and fifty-six thousand Turkish Liras) through the conversion of "Retained Earnings" is in the attached.The rights to acquire bonus shares starts on 19/03/2024.

We respectfully present the information to the public.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Prepared in accordance with to our Company's "Principles Regarding Related Party Transactions", the table attached hereto demonstrates the common and continuous related party transactions that are anticipated to be entered into within the fiscal year, the scope, terms and expected volume of business thereof and the methods and procedures to be applied for determining whether or not they are on arm's length terms.

Additionally, the related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP"):

"Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% (%19,49) of the total cost of goods according to the publicly announced financial statements of 01.02.2023-31.01.2024 and it is expected that these transactions will continue in in the special accounting period of 01.02.2024-31.01.2025 with the same conditions.

• As included in the internal procedures of Mavi, procurement, category and product development teams prepare a scorecard assessment for denim manufacturers twice a year. Accordingly, the manufacturers to be worked with and the capacity and annual order quantities to be assigned to each manufacturer are determined with respect to the scoring result. Suppliers were scored for the special accounting period of 01.02.2023-31.01.2024 and Erak ranked first among the denim manufacturers.

• Erak Giyim San. ve Tic. A.Ş. compared the sales which were made to Mavi in 2023, and the sales of similar raw material products which were made to other buyers on the basis of unit sales price. As a result of this comparison, we were informed that the sales price made to Mavi was in line with its precedent.

This report explains the conditions of purchase of trade goods and the pricing methodology with Erak Giyim San. ve Tic. A.Ş. and provides information about the transactions being at arm's length with respect to market conditions."

2024 Related Party Transactions

Our Board of Directors, on 14.03.2024, decided to submit the following to the approval of the of the Ordinary General Assembly Meeting at which operation results pertaining to the special accounting period 1 February 2023 – 31 January 2024 will be discussed:

a gross amount of TRY 844.944.770,18 calculated from the net distributable period profit of TRY 1.724.377.082,00 including grants for the special accounting period of 01.02.2023 - 31.01.2024 shall be distributed as shown in the attached dividend distribution proposal prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy, and

dividend distribution shall start as of 6 May 2024.

Board Resolution on Dividend Distribution Proposal

Please find attached the management guidance for the financial year 2024 ending January 31, 2025.

Management Guidance for Financial Year 2024

At our Company's Board of Directors decision dated12/01/2024;

According to the Board of Directors decision dated 10/01/2024 and numbered 2024/1, regarding the increase of our Company's issued capital, within the registered capital ceiling of TRY 500.000.000 (five hundred million Turkish lira), from TRY 198,628,000 (one hundred ninety eight million six hundred and twenty eight thousand Turkish Liras) to TRY 397,256,000 (three hundred ninety seven million two hundred and fifty six thousand Turkish Liras) by converting the amounts in the “Retained Earnings” account, it is understood that;
1. “Retained Earnings” in the amount of 198,628,000 (one hundred ninety eight million six hundred and twenty eight thousand Turkish Liras) subject to the increase has been transferred to the “Capital” account,
2. the said transfer has been identified by certified public accountant report, dated 11/01/2024 and numbered YMM / 2664 / 2024 / 218 - 3, prepared by Nazalı Denetim ve Yeminli Mali Müşavirlik A.Ş.

In this context it was decided,

1. To notify the Capital Markets Board that the capital increase transactions have been fully and duly concluded,
2. To accept the new version of our Company's Articles of Association, with the annexed article 6 titled "Capital and Shares", and to submit it to the Capital Markets Board for approval,
3. To apply to the Capital Markets Board for the approval of the issuance certificate regarding the shares to be issued due to the capital increase,
4. Following the approval of the issuance certificate by the Capital Markets Board and the Capital Markets Board's approval for the new version of Article 6 of our Company's Articles of Association, titled “Capital and Shares”, to authorize our Company’s General Directorate to make the necessary applications and complete other legal proceedings before the relevant official organizations.

Amendment Text of the Articles of Association

It has been resolved by Board of Directors that;

- Within the registered capital ceiling of 500,000,000-TRY (five hundred million Turkish Liras) of our Company, the issued capital of the Company shall be increased from 198,628,000-TRY (one hundred ninety-eight million six hundred and twenty-eight thousand Turkish Liras) to 397,256,000-TRY (three hundred ninety-seven million two hundred and fifty-six thousand Turkish Liras) by converting the amounts in the "Retained Earnings" account into share capital,
- Conducting the necessary procedures regarding the transfer of the respective "Retained Earnings" to the "Paid -in Share Capital" account and the verification of the transfer with a certified public accountant report,
- 433,172 Group A registered shares and 198,194,828 Group B registered shares, of 198,628,000 total number of shares with a nominal value of 1,- TL (one Turkish Lira) shall be issued due to the capital increase and following the completion of the legal processes related to the capital increase, Group A shares shall be distributed to Group A shareholders, and Group B shares shall be distributed to Group B shareholders in proportion to their percentages in share capital in accordance with the principles of dematerialization.

In case of any contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Within the scope of our notification dated on 29.12.2023; Capital Markets Board approved our issuance certificate of debt instruments with a total amount up to TRY 5,000,000,000 (Five Billion Turkish Liras) nominal value with a maximum maturity of 5 years, in various terms, via single or multiple sales to domestic qualified investors and/or private placement methods on 28.12.2023 with the decision number 81/1797. The application form, issuance certificate and its annex are attached.

Issue Certificate for Debt Instrument

Please find attached the management guidance revision for the financial year 2023 ending January 31, 2024.

Management Guidance Revision for Financial Year 2023

Please find attached the management guidance revision for the financial year 2023 ending January 31, 2024

Management Guidance Revision for Financial Year 2023

It has been disclosed in 01.11.2022 that our application regarding our issuance certificate of debt instruments with a total amount up to TRY 5,000,000,000 (Five Billion Turkish Liras) nominal value with a maximum maturity of 5 years, in various terms, via single or multiple sales to domestic qualified investors and/or private placement methods had been approved.

Within this scope, the Company completed the sale of a TL 500,000,000 corporate bond with fixed interest rate, 3 months coupon payments and with a maturity of 366 days to qualified domestic investors on September 6, 2023.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

It has been disclosed in 01.11.2022 that our application regarding our issuance certificate of debt instruments with a total amount up to TRY 5,000,000,000 (Five Billion Turkish Liras) nominal value with a maximum maturity of 5 years, in various terms, via single or multiple sales to domestic qualified investors and/or private placement methods had been approved.

Within this scope, the Company completed the sale of a TL 500,000,000 corporate bond with fixed interest rate, 3 months coupon payments and with a maturity of 735 days to qualified domestic investors on September 6, 2023.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Our Company's Board of Directors Decision resolved that;

- To change the distribution of duties of the members of the Company's Board of Directors as follows;
Ragıp Ersin Akarlılar - as the Chairman of the Board,
İbrahim Tamer Haşimoğlu shall be elected as the Vice Chairman of the Board

- To appoint Independent Board Members Nedim Nahmias ve İbrahim Tamer Haşimoğlu as members of the Audit Committee with İbrahim Tamer Haşimoğlu as the chairman of the committee;

- To appoint Independent Board Member İbrahim Tamer Haşimoğlu as a member of the Early Identification of Risks Committee and as the chairman of the committee.

As announced in our public disclosure dated 22.06.2023, within the framework of the provision “Have not been a member of the board of directors of the company for more than six years in the last ten years” in Article 4.3.6 - g of the Corporate Governance Communiqué (II – 17.1) published by the Capital Markets Board, Independent Board Members of our Company, Mr. Ahmet Fadil Ashaboğlu and Mr. Nevzat Aydın, due to the fact that they would lose their independence as of 17/07/2023, they have submitted their resignation petitions to our Company, effective as of 17/07/2023.

Within the framework of the recommendation and evaluation of the Corporate Governance Committee, by the Board of Directors it was decided that the nomination of Mr. İbrahim Tamer Haşimoğlu for the Independent Board Membership vacated by Mr. Ahmet Fadıl Ashaboğlu and Mr. Nedim Nahmias for the Independent Board Membership vacant from Mr. Nevzat Aydın would be welcomed. It was also decided that the issue of appointment of their predecessors as an Independent Member of the Board of Directors, effective from 17/07/2023, which will be submitted to the approval of the shareholders at the first General Assembly meeting to be held, has been submitted to the approval of the Capital Markets Board.

With the letter of the Capital Markets Board dated 18/07/2023, our Company has been informed that the Board have been decided not to express any negative opinion about the Mr. İbrahim Tamer Haşimoğlu and Mr. Nedim Nahmias, considering their declarations of independence and their backgrounds regarding that they meet the conditions set forth in Article No 4.3.6 of the Corporate Governance Principles. Mr. İbrahim Tamer Haşimoğlu and Mr. Nedim NAHMİAS have been appointed as independent members of the board of directors to be submitted to the approval of the shareholders at the meeting.

The CVs and declarations of independence of Mr. İbrahim Tamer Haşimoğlu and Mr. Nedim Nahmias are enclosed.

Within the framework of the provision “Have not been a member of the board of directors of the company for more than six years in the last ten years” in Article 4.3.6 - g of the Corporate Governance Communiqué (II – 17.1) published by the Capital Markets Board, Independent Board Members of our Company, Mr. Ahmet Fadil Ashaboğlu and Mr. Nevzat Aydın, is going to lose their independence as of 17/07/2023. Therefore, Mr. Ahmet Fadil Ashaboğlu and Mr. Nevzat Aydın submitted their resignation petitions to our Company, to be effective as of 17/07/2023 to ensure the effective execution of the independent board membership and the duties performed in the committees.

Necessary procedures have been initiated by our Company in order to restore the number of independent members determined by our Company's General Assembly, and it is anticipated that new appointments will be made until the effective date of the resignations of our current independent members at the latest.

Please find attached the management guidance revision for the financial year 2022 ending January 31, 2023.

Management Guidance Revision for Financial Year 2022

Please find attached the management guidance revision for the financial year 2022 ending January 31, 2023.

Management Guidance Revision for Financial Year 2022

It was disclosed to the public with the notifications dated 12.09.2022 that in accordance with the authorization given by article 7 of the Company's Articles of Association and within the framework of capital market legislation, on 12.09.2022 our Board of Directors have decided to issue debt instruments up to TRY 5,000,000,000 (Five Billion Turkish Liras) nominal value, with a maximum maturity of 5 years, in various terms, without public offering, via single or multiple sales to domestic qualified investors and/or private placement methods, and that General Directorate has been authorized to determine the conditions including the date, amount, maturity, interest rate and sale method regarding the debt instruments to be issued, and that the CEO and CFO will be jointly authorized to represent the Company in order to carry out the necessary applications and all other transactions before, including but not limited to, the Capital Markets Board, Borsa İstanbul A.Ş. In this context, an application has been made to the Capital Markets Board today for the issuance of debt instruments up to 5,000,000,000(Five Billion Turkish Liras) Turkish lira in domestic markets by our Company.

In accordance with the authorization given by article 7 of the Company's Articles of Association and within the framework of the capital market legislation, on 12.09.2022 our Board of Directors have decided to issue debt instruments up to TRY 5,000,000,000 (Five Billion Turkish Liras) nominal value, with a maximum maturity of 5 years, in various terms, without public offering, via single or multiple sales to domestic qualified investors and/or private placement methods. General Directorate has been authorized to determine all the conditions including the date, amount, maturity, interest rate and sale method regarding the debt instruments to be issued and it has been decided that the CEO and CFO will be jointly authorized to represent the Company in order to carry out the necessary applications and all other transactions before, including but not limited to, the Capital Markets Board, Borsa İstanbul A.Ş.

JCR Eurasia Rating has evaluated our Company in the very high investment level category and assigned the Long Term National Issuer Credit Rating as "AA+ (tr)" and the Short Term National Issuer Credit Rating as “J1 (tr) with "Stable" outlook. The Long Term International Foreign and Local Currency Issuer Credit Ratings and outlooks were assigned as ‘BB/Stable’ as parallel to international ratings and outlooks of Republic of Turkey.

Credit Rating

Prepared in accordance with to our Company's "Principles Regarding Related Party Transactions", the table attached hereto demonstrates the common and continuous related party transactions that are anticipated to be entered into within the fiscal year, the scope, terms and expected volume of business thereof and the methods and procedures to be applied for determining whether or not they are on arm's length terms.

Additionally, the related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP"):

"Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% (%31,9) of the total cost of goods according to the publicly announced financial statements of 01.02.2021-31.01.2022 and it is expected that these transactions will continue in in the special accounting period of 01.02.2022-31.01.2023 with the same conditions.

• As included in the internal procedures of Mavi, procurement, category and product development teams prepare a scorecard assessment for denim manufacturers twice a year. Accordingly, the manufacturers to be worked with and the capacity and annual order quantities to be assigned to each manufacturer are determined with respect to the scoring result. Suppliers were scored for the special accounting period of 01.02.2021-31.01.2022 and Erak ranked first among the denim manufacturers.

• Erak Giyim San. ve Tic. A.Ş. compared the sales which were made to Mavi in 2021, and the sales of similar raw material products which were made to other buyers on the basis of unit sales price. As a result of this comparison, we were informed that the sales price made to Mavi was in line with its precedent.

This report explains the conditions of purchase of trade goods and the pricing methodology with Erak Giyim San. ve Tic. A.Ş. and provides information about the transactions being at arm's length with respect to market conditions."

Management Guidance for Financial Year 2022

Please find attached the management guidance for the financial year 2022 ending January 31, 2023.

Management Guidance for Financial Year 2022

Our Company’s Board of Directors appointed Independent Board of Directors Member Ms. Zeynep Yalım Uzun, to the position of Chairman of the Corporate Governance Committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.>

ŞIndependent Member of the Board of Directors, Ms. Yonca Dervişoğlu resigned from her duty as the Board of Director Membership as of 30/05/2022.

The Board of Directors, as per the recommendations of the Corporate Governance Committee and pursuant to Article 363 of the Turkish Commercial Code, appointed Ms. Zeynep Yalım Uzun to replace Ms. Yonca Dervişoğlu's vacant Independent Board Membership until the end of her predecessor's term of office, to be submitted to the approval of the first general assembly.

Zeynep Yalım Uzun's CV is attached. We present it to the information of our shareholders.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Zeynep Yalım Uzun's CV

At the Ordinary General Assembly Meeting of our Company for the special accounting period of February 1, 2021 – January 31, 2022 held on April 27, 2022, it was resolved to amend our Company's Articles of Association's article 6, titled "Capital and Shares" by way of increasing our Company's registered capital ceiling from 245,000,000.- TL (two hundred and forty-five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), determining the validity period of the registered capital ceiling as 2022-2026 and increasing the issued capital of our Company from 49,657,000.- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314,000. TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account into share capital and this was registered on 13 May 2022 by the Istanbul Trade Registry Office. You may find attached the updated Articles of Association.

Updated Articles of Association

The General Assembly resolution dated 27 April 2022 on the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2022 – 31 January 2023, and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 13/05/2022 and published in the Turkish Trade Registry Gazette.

At the Ordinary General Assembly Meeting of our Company for the special accounting period of February 1, 2021 – January 31, 2022 held on April 27, 2022, it was resolved to amend our Company's Articles of Association's article 6, titled "Capital and Shares" by way of increasing our Company's registered capital ceiling from 245,000,000.- TL (two hundred and forty-five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), determining the validity period of the registered capital ceiling as 2022-2026 and increasing the issued capital of our Company from 49,657,000.- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314,000. TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account into share capital, as in the attached. It was registered on 13 May 2022 by the Istanbul Trade Registry Office.

The resolutions of the Ordinary General Assembly Meeting held on 27 April 2022 have been registered by Istanbul Trade Registry Office on 13/05/2022.

The offering document approved by the Capital Markets Board on 05 May 2022 in regards to the increase in the issued capital of the Company from 49.657,000,- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314.000 TL (ninety-nine million three hundred and fourteen thousand Turkish Lirass) through the conversion of "Retained Earnings" is in the attached.

We kindly submit to the information of our shareholders that the processes related to the distribution of bonus shares will be carried out following the registration of the AoA amendment pertaining to the capital increase approved at the ordinary general assembly meeting of our Company on 27 April 2022, before Istanbul Trade Registry.

Issued Capital Increase Offering Document CMB Approval

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Yonca Dervişoğlu and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Yonca Dervişoğlu as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Bige İşcan Aksaray has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

On April 27, 2022, it was resolved that;

- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,

- Ahmet F. Ashaboğlu shall be elected as the Vice Chairman of the Board.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

At the Ordinary General Assembly Meeting of our Company for the special accounting period of February 1, 2021 – January 31, 2022 held on April 27, 2022, it was resolved to amend our Company's Articles of Association's article 6, titled "Capital and Shares" by way of increasing our Company's registered capital ceiling from 245,000,000.- TL (two hundred and forty-five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), determining the validity period of the registered capital ceiling as 2022-2026 and increasing the issued capital of our Company from 49,657,000.- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314,000. TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account into share capital, as in the attached.

We kindly submit to the information of our shareholders that the processes related to the distribution of bonus shares will be carried out following the registration of the AoA amendment pertaining to the capital increase approved at the rdinary general assembly meeting of our Company on 27 April 2022, before Istanbul Trade Registry.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

At the Ordinary General Assembly Meeting of our Company for the special accounting period of February 1, 2021 – January 31, 2022 held on April 27, 2022, it was resolved to amend our Company's Articles of Association's article 6, titled "Capital and Shares" by way of increasing our Company's registered capital ceiling from 245,000,000.- TL (two hundred and forty-five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), determining the validity period of the registered capital ceiling as 2022-2026 and increasing the issued capital of our Company from 49,657,000.- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314,000. TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account into share capital, as in the attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

At our Company's Ordinary General Assembly Meeting for the special accounting period 1 February 2021 – 31 January 2022, held on 27 April 2022, it was resolved to approve DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2022 – 31 January 2023, and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

At our Company's Ordinary General Assembly Meeting for the special accounting period 1 February 2021 – 31 January 2022, held on 27 April 2022, it was resolved to approve the attached dividend distribution proposal of the Board of Directors prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy and to start the dividend payments on 16 August 2022.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 13:00. The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for the special accounting period of 1 February 2021 – 31 January 2022 were approved.

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company's special accounting period of 1 February 2021 – 31 January 2022.

- The Board of Directors' dividend payment proposal on distribution of TRY 120,428,712.01 gross dividend to shareholders in cash starting from 16 August 2022 has been approved.

- The net amount of attendance fees payable to the Board of Directors' members determined as TRY 40,000.

- DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2022 – 31 January 2023.

- Amendment of the Principles of Operation of the Audit Committee has been approved.

- Board of Directors' proposal regarding the amendment of Article 6 of the Company's Articles of Association, titled "Capital and Shares", for the purpose of increasing the registered capital ceiling of the Company from 245.000.000,- TL (two hundred and five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), determining the validity period of the registered capital ceiling as 2022-2026, and increasing the issued capital of the Company from 49.657,000,- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314.000 TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by converting the amounts in the "Retained Earnings" account into share capital, has been approved.

- The upper limit of the donations were determined as TRY 2,250,000 for the special accounting period of 1 February 2022– 31 January 2023.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Due to the recent extraordinary fluctuations caused by macroeconomic and geopolitical environment, it has become necessary to review our financial plans. Plans and forecasts regarding the related party transactions which are part of the company activities will be possible after this revision process is finalised. As per the authorization granted to the Board of Directors in the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", the making of the framework resolution by the Board of Directors regarding continuous related party transactions for the special accounting period 01.02.2022 -31.01.2023 is postponed until the announcement date of the Company's financial forecasts for the special accounting period of 01.02.2022 - 31.01.2023. The framework resolution, on the date of its execution, shall cover continuous related party transactions which have been entered into since the beginning of the fiscal year and shall bear consequences for these transactions.

Our Board of Directors, on 14.03.2022, decided to submit the following to the approval of the of the Ordinary General Assembly Meeting at which operation results pertaining to the special accounting period 1 February 2021 – 31 January 2022 will be discussed:

- a gross amount of TRY 120,428,712.01 calculated from the net distributable period profit of TRY 401,429,040.00 including grants for the special accounting period of 01.02.2021 - 31.01.2022 shall be distributed as shown in the attached dividend distribution proposal prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy, and Notification Regarding Dividend Payment

- dividend distribution shall start as from 16 August 2022 Bu ikincinin eki var kar dağıtım tablosu, onlar de ekte.

Board Resolution on Dividend Distribution Proposal

With respect to Article 9 of the Capital Markets Board Communiqué on Material Events, numbered II-15.1, we would like to inform the public about Mavi’s operations in Russia.

It should be noted the Mavi does not have any monobrand stores or active operations in Ukraine. On the other hand, the company’s operations in Russia cover 36 stores, 19 owned & operated and 17 franchise stores, mainly located in and around Moscow and St. Petersburg. Sales in Russia constitute 2.1% of our total consolidated sales. We do not expect any material impact on our business in the region due to the latest developments.”

As a leading global jeans brand with 30 years of denim expertise, we always look to the future, remaining passionately focused on the Mavi quality on our journey toward delivering the best. Driven by our values and corporate culture, we believe that ‘a better world is possible with a better Mavi.’ Therefore, we take responsibility for sustainability and continue to explore and innovate. In line with our All Blue strategy, focused on People, Planet, Denim, and Community, we promote our approach with the narrative ‘Better.Empower, Better.Protect, Better.Transform, Better.Mobilize.’

Moving forward, the “All Blue. All Better. For All.” strategy will guide our goals to achieve the best. Our first Sustainability Report, which provides an overview of our sustainability strategy, details about our ESG performance and our long-term ESG targets can be found on our corporate website

https://www.mavi.com/sustainability

Application to Capital Markets Board (CMB) has been made for amendments of the 6th article of Our Company's articles of association titled "Capital and Shares" related to the increase of our Company's registered capital ceiling from 245,000,000.- TL (two hundred and forty-five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras), to determine the validity period of the registered capital ceiling as 2022-2026 and to increase the issued capital of our Company from 49,657,000.- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314,000. TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by fully converting the amounts in the "Retained Earnings" account into share capital as announced to public with the material event disclosure dated 17.01.2022.

It has been resolved by Board of Directors that;

- The registered capital ceiling of the Company shall be increased from 245.000.000,- TL (two hundred and five million Turkish Liras) to 500.000.000,- TL (five hundred million Turkish Liras) and the validity period of the registered capital ceiling shall be determined as 2022-2026,

- the issued capital of the Company shall be increased from 49.657,000,- TL (forty-nine million six hundred and fifty seven thousand Turkish Liras) to 99,314.000 TL (ninety-nine million three hundred and fourteen thousand Turkish Liras) by converting the amounts in the "Retained Earnings" account into share capital; by taking into account the fact that the capital increase will be conducted along with the increase in the registered capital ceiling and determination of the validity period of the same , the processes regarding the capital increase shall be executed in accordance with the procedures and principles of the basic capital system, ,

- Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares", shall be amended , due to the increase in the registered capital ceiling, the of the validity period of the registered capital, and the capital increase from internal resources,

- A filing shall be made to the Capital Markets Board for the approval of the issuance document following the approval of the amendment of Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares", by the Capital Markets Board and Ministry of Trade and the acceptance of the same by the General Assembly of the Company; and following the approval of the issuance document other regulatory transactions shall be executed.

- 108,293 Group A registered shares and 49,548,707 Group B registered shares, of 49.657,000 (forty nine million six hundred and fifty seven thousand) shares with a nominal value of 1,- TL (one Turkish Lira) shall be issued due to the capital increase, following the completion of the legal processes related to the capital increas, Group A shares shall be distributed to Group A shareholders, and Group B shares shall be distributed to Group B shareholders in proportion to their percentages in share capital in accordance with the principles of dematerialization.

The amendment of the Article 6 of the Company's Articles of Association, which is titled as "Capital and Shares" is in the annex.

Registered Capital Celing and Issued Capital Increase Board Resolution

As a testament to our efforts to drive sustainability forward, our companys has been included in Borsa Istanbul Sustainability Index (BIST). Please find the related press release attached.

BIST Sustainability Index

Please find attached the management guidance revision for the financial year 2021 ending January 31, 2022.

Management Guidance Revision for Financial Year 2021

Please find attached the management guidance for the financial year 2021 ending January 31, 2022.

Management Guidance for Financial Year 2021

Turkey’s leading jeans and apparel brand Mavi won the “Most Sustainable Collection” category at the third edition of the Rivet x Project Awards, which recognize the brands bringing newness and creativity to the global denim market.

Leading denim brands gathered in Las Vegas to present their Spring/Summer 2022 collections at Project, where Rivet, a brand of Sourcing Journal, a leader in B2B trade media, uncovered the best in denim across seven categories. The Rivet team assessed brands that bring innovation and creativity to denim design, product development, and sustainability. Mavi was recognized with the same award at 2019 The Rivet Awards.

Click to read the whole story

“We will maintain our leading role in sustainability”

“At Mavi, we drive our environmental sensibilities and actions forward every day,” said Cüneyt Yavuz, CEO at Mavi. “As a denim and lifestyle brand in the global fashion scene, we are aware of the responsibility that falls on us to protect nature and minimize environmental impact. Our global All Blue strategy is built on ‘sustainable growth through quality’ and focused on people, nature, innovation, digitalization, and efficiency to drive the brand forward with a dynamic structure. This approach is also the source of inspiration for our All Blue collection, which reflects our love of nature and consists of sustainable products. In the All Blue collection, which doubled in scope and variety last year, recycled cotton, organic cotton, and upcycled materials are used in all denim pieces produced with efficient washing methods that consume less water and energy. The products are true, unfiltered versions of denim, and 100% vegan. We are thrilled to see that our consumers embrace the pioneering role we assume in sustainability and that our efforts are crowned with international awards.”

Mavi pushes its sustainability commitment forward by joining global initiatives

Mavi, a UN Global Compact signatory, recently signed the CEO Water Mandate, demonstrating its commitment to reducing water stress and supporting sustainable water policies and practices globally. As the first Turkish apparel brand to pledge to the CEO Water Mandate, Mavi also joined the Climate Ambition Accelerator, a program led by UN Global Compact, aiming to achieve progress toward setting science-based emission targets.

Last year, Mavi became the first Turkish apparel brand to disclose its carbon footprint transparently. The report that the company submitted to the Climate Change Program, run by CDP (Carbon Disclosure Project), the global disclosure system, received a score of B, outperforming the global industry in environmental performance and A- in the Supplier Engagement Rating (SER).

The related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP"):

"Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% (%30,3) of the total cost of goods according to the publicly announced financial statements of 01.02.2020- 31.01.2021 and it is expected that these transactions will continue in in the special accounting period of 01.02.2021- 31.01.2022 with the same conditions.

• As included in the internal procedures of Mavi, procurement, category and product development teams prepare a scorecard assessment for denim manufacturers twice a year. Accordingly, the manufacturers to be worked with and the capacity and annual order quantities to be assigned to each manufacturer are determined with respect to the scoring result. Suppliers were scored for the special accounting period of 01.02.2020-31.01.2021 and Erak ranked first among the denim manufacturers.

• Erak Giyim San. ve Tic. A.Ş. compared the sales which were made to Mavi in 2020, and the sales of similar raw material products which were made to other buyers on the basis of unit sales price. As a result of this comparison, we were informed that the sales price made to Mavi was in line with its precedent.

This report explains the conditions of purchase of trade goods and the pricing methodology with Erak Giyim San. ve Tic. A.Ş. and provides information about the transactions being at arm's length with respect to market conditions."

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Yonca Dervişoğlu and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Yonca Dervişoğlu as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Bige İşcan Aksaray has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

In our Company's Ordinary General Assembly Meeting held on 28 April 2021, it was resolved to approve the attached dividend distribution proposal of the Board of Directors prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy and to start the dividend payments on 30 July 2021..

Dividend Distribution Table

In our Company’s Ordinary General Assembly Meeting held on 28 April 2021 , it was resolved to approve DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2021 – 31 January 2022, and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

In our Company's Ordinary General Assembly Meeting held on 28 April 2021, Ragıp Ersin Akarlılar, Fatma Elif Akarlılar and Ahmet Cüneyt Yavuz has ben elected as board members and Ahmet F. Ashaboğlu, Nevzat Aydın ve Yonca Dervişoğlu has been elected as independent board members for a 3 year period.

On April 28, 2021, it was resolved that;

- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,

- Ahmet F. Ashaboğlu shall be elected as the Vice Chairman of the Board.

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at1 13:00 The major resolutions taken at the meeting are as follows:

- Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 13:00 The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for the special accounting period of 1 February 2020 – 31 January 2021 were approved.

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company's special accounting period of 1 February 2020 – 31 January 2021.

- The Board of Directors' dividend payment proposal on distribution of TL 30.347.418,72 gross dividend to shareholders in cash starting from 30 July 2021 has been approved.

-It is resolved to elect Mr. Ragıp Ersin Akarlılar, Mr. Ahmet Cüneyt Yavuz and Mrs. Fatma Elif Akarlılar as members of the Board of Directors; and Mr. Ahmet Fadıl Ashaboğlu, Mr. Nevzat Aydın and Mrs Yonca Dervişoğlu as independent members of Board of Directors to serve for a term of 3 (three) years.

- The net amount of attendance fees payable to the Board of Directors' members determined as TL 12.600

-DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2021 – 31 January 2022 financial reports.

- The upper limit of the donations were determined as TL 1.650.000 for the special accounting period of 1 February 2021– 31 January 2022.

Ordinary General Assembly Results

Our Company's Ordinary General Assembly Meeting for the special accounting period of 1 February 2020 – 31 January 2021 shall convene on 28 April 2021 Wednesday at 13:00 p.m at the address of Sultan Selim Mah. Eski Büyükdere Cad. No:53 34418 Kağıthane İstanbul to discuss the attached agenda.

The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations is attached.

Within the framework of the measures announced by the Republic of Turkey-Ministry of Commerce, it is recommended that our shareholders participate in the general assembly meeting electronically instead of participating in physical environment.

General Assembly Invitation

General Assembly Information

Our Board of Directors, in its meeting on 31 March 2021 decided to submit the following to the approval of the of the Ordinary General Assembly Meeting at which operation results pertaining to the special accounting period 1 February 2020 – 31 January 2021 will be discussed:

- a gross amount of 1.773.486,18 TL calculated from the net distributable period profit of 5.911.620,61 TL including grants for the special accounting period of 01.02.2020 - 31.01.2021, and a gross amount of 28.573.932,55 TL from retained earnings shall be distributed as shown in the attached dividend distribution proposal prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy, and dividend distribution shall start as from 30 July 2021.

Board Resolution on Dividend Distribution Proposal

In line with the evaluation of the Audit Committee, the Board of Directors resolved to nominate DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2021 – 31 January 2022 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection to the approval of the General Assembly of Shareholders.

Considering the ongoing global impact of COVID-19 which is defined as a "pandemic" by the World Health Organization and which, under current circumstances continues to,cause uncertainties in the planning and forecasts of the Company's activities and related party transactions which are part of these activities and as per the authorization granted to the Board of Directors in the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", the making of the framework resolution by the Board of Directors regarding continuous related party transactions for the special accounting period 01.02.2021 -31.01.2022 is postponed until the announcement date of the Company's financial forecasts for the special accounting period of 01.02.2021 - 31.01.2022. The framework resolution, on the date of its execution, shall cover continuous related party transactions which have been entered into since the beginning of the fiscal year and shall bear consequences for these transactions.

“Credit rating agency Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. has affirmed our Company's long-term (National) credit rating as (TR) AA-, short-term (National) credit rating as (TR) A1+ and the outlook as stable."

Credit Rating

Mavi becomes the first Turkish apparel brand to disclose its carbon footprint transparently through the CDP Turkey Climate Report. Mavi's environmental performance is scored B by CDP. Please find attached Mavi CDP Climate Report and the related press release.

Mavi CDP Climate Report

Related Press

Prepared in accordance with to our Company's "Principles Regarding Related Party Transactions", the table attached hereto demonstrates the common and continuous related party transactions that are anticipated to be entered into within the fiscal year, the scope, terms and expected volume of business thereof and the methods and procedures to be applied for determining whether or not they are on arm's length terms.

Related Party Transactions

Please find attached the management outlook for the financial year 2020.

Management Outlook for Financial Year 2020

Please find the managements trading update regarding the second quarter of 2020 attached and on our corporate website. (www.mavicompany.com)

2Q 2020 Trading Update

The General Assembly resolution dated 16 July 2020 on the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2020 – 31 January 2021 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 23 July 2020 and published in the Turkish Trade Registry Gazette on 27 July 2020 numbered 10126.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The General Assembly resolution dated 16 July 2020 on the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2020 – 31 January 2021 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 23 July 2020.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The resolutions of the Ordinary General Assembly Meeting held on 16 July 2020 have been registered by Istanbul Trade Registry Office on 23 July 2020.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Nevzat Aydın and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Nevzat Aydın as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Bige İşcan Aksaray has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

On July 16, 2020, it was resolved that;

- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,

- Seymur Tarı shall be elected as the Vice Chairman of the Board.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 16 July 2020, it was resolved to approve DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 202o – 31 January 2021 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 16 July 2020, it was resolved to approve the attached dividend distribution proposal of the Board of Directors’ on non-distribution of net distributable profits of the year 2019 taking into account the impact of COVID-19 pandemic conditions on the activities of the Company, with the purpose to support the required liquidity of the Company.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Dividend Distribution

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 14:00. The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for the special accounting period of 1 February 2019 – 31 January 2020 were approved.

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company’s special accounting period of 1 February 2019 – 31 January 2020.

- The net amount of attendance fees payable to the Board of Directors’ members determined as TL 11.000. - DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2020 – 31 January 2021 financial reports.

- The Board of Directors' dividend payment proposal on non-distribution of the net distributable profits of the year 2019 for the purpose and reason of supporting the required liquidity of the Company by taking into account the impact of COVID-19 pandemic conditions on the activities of the Company has been approved.

- The upper limit of the donations were determined as TL 1.650.000 for the special accounting period of 1 February 2020– 31 January 2021.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In line with the evaluation of the Audit Committee, the Board of Directors resolved to nominate DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2020 – 31 January 2021 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection to the approval of the General Assembly of Shareholders.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Our Company's Ordinary General Assembly Meeting for the special accounting period of 1 February 2019 – 31 January 2020 shall convene on 16 July 2020 Thursday at 14:00 p.m at the address of Sultan Selim Mah. Eski Büyükdere Cad. No:53 34418 Kağıthane İstanbul to discuss the attached agenda.

The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations is attached.

Within the framework of the measures announced by the Republic of Turkey-Ministry of Commerce, it is recommended that our shareholders participate in the general assembly meeting electronically instead of participating in physical environment.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

CAs mentioned in the public disclosure dated 13 March 2018, pursuant to the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", in respect of the continuous related party transactions, the Board of Directors shall, within 2 weeks following the public announcement of the annual financial tables, pass a framework resolution which shall cover the parties to the planned transactions, the expected volumes of work as per the annual budgets and business plans, the material terms and conditions of the continuous related party transactions and the methods and procedures to be applied for ensuring that the transactions which constitute continuous related party transactions are competitive and in line with the market conditions.

As mentioned in the public disclosure dated 26 March 2020, as a result of the evaluation made by the Board of Directors, it was decided that below provisions shall be added to the internal regulation of the Company titled as ""Principles Pertaining to Related Party Transactions ", :

(1) The Board of Directors is authorized to postpone the making of the referred framework resolution until the announcement date of the first quarter financial reports in the event of natural disasters, epidemics, terrorist activities, war, general strike, business slowdown, business discontinuation, extraordinary situations arising in financial markets and macroeconomic conditions and/ or similar situations which may cause uncertainities in the planning and forecasts related to the activities of the Company and related party transactions which are part of these activities,

(2) The postponement decision is subject to the affirmative votes of the Independent Board Members.

This time, considering the ongoing global impact of COVID-19 which under current circumstances, causes uncertainties in the planning and forecasts of the Company's activities and related party transactions which are part of these activities, it was decided that;

(1) The provisions under the subheading “Framework Resolution”of the 5 th article of the “Principles Pertaining to Related Party Transactions” titled as “Continuous Related Party Transactions ” which authorizes the board of directors to postpone the making of the framework resolution until the date on which first quarter financials are disclosed to public shall be amended and the Board of Directors shall be authorized to postpone the making of the referred board resolution without any time limitation.,

(2) Considering that the review of the audit committee for the interim periods may not be carried out in accordance with the “Principles Pertaining to Related Party Transactions” in cases where making of the referred framework resolution is postponed, it has been decided to insert a provision to the subheading “Quarterly Audit Committee Review”of the 5 th article titled as “Continuous Related Party Transactions” stating that in cases where the situation of postponement continues during the publication date(s) of the interim financial statements, the audit committee review relevant to the interim periods shall be conducted at the audit committee meeting to be held following the publication of the first financial statements to be announced after the expiration of such postponement, and

(3) all these resolutions shall be announced at the Public Disclosure Platform. The requirement of affirmative votes of all independent board members for the postponement resolution continues to survive in the internal bylaw which is titled as “Principles Pertaining to Related Party Transactions”.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Considering the ongoing global impact of COVID-19 which is defined as a "pandemic" by the World Health Organization and which, under current circumstances continues to,cause uncertainties in the planning and forecasts of the Company's activities and related party transactions which are part of these activities and as per the authorization granted to the Board of Directors in the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", the making of the framework resolution by the Board of Directors regarding continuous related party transactions for the special accounting period 01.02.2020 -31.01.2021 is postponed until the announcement date of the Company's financial forecasts for the special accounting period of 01.02.2020 - 31.01.2021. The framework resolution, on the date of its execution, shall cover continuous related party transactions which have been entered into since the beginning of the fiscal year and shall bear consequences for these transactions.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP"):

Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% (%33,7) of the total cost of goods according to the publicly announced financial statements of 01.02.2019-31.01.2020 and it is expected that these transactions will continue in in the special accounting period of 01.02.2020-31.01.2021 with the same conditions.

- As included in the internal procedures of Mavi, procurement, category and product development teams prepare a scorecard assessment for denim manufacturers twice a year. Accordingly, the manufacturers to be worked with and the capacity and annual order quantities to be assigned to each manufacturer are determined with respect to the scoring result. Suppliers were scored for the special accounting period of 01.02.2019-31.01.2020 and Erak ranked first among the denim manufacturers.

- Erak Giyim San. ve Tic. A.Ş. compared the sales which were made to Mavi in 2019, and the sales of similar raw material products which were made to other buyers on the basis of unit sales price. As a result of this comparison, we were informed that the sales price made to Mavi was in line with its precedent.

This report explains the conditions of purchase of trade goods and the pricing methodology with Erak Giyim San. ve Tic. A.Ş. and provides information about the transactions being at arm's length with respect to market conditions.

In consideration of the COVID-19 outbreak, which led to uncertainty in the planning and forecasts of our Company's activities and any business and processes that are part of these activities, our Board of Directors has decided to extend the term of the option right in the Share Option Agreement, which had been signed between Mavi Giyim Sanayi ve Ticaret A.Ş. and Fatma Elif Akarlılar and Seyhan Akarlılar on 30 April 2017 and the main principles of which had been disclosed to public in the section 21.7 of the initial public offering prospectus, determining the call option for the acquisition of the shares corresponding to 49% of the capital of our subsidiary, Eflatun Giyim Yatırım Ticaret Anonim Şirketi ("Eflatun"), for 3 (three) more years as of the maturity date 1 February 2021.

With all preparations to protect the health of our employees and customers completed, and all necessary hygiene and social distancing measures in place, the re-opening calendar for our stores, which have been closed since March 19, 2020, has been finalized.

With respect to our retail and franchise stores in Turkey, the plan is to resume operations by opening 13 street stores on 12 May 2020, 83 stores, mostly in street locations on 14 May 2020, 40 street and shopping mall stores on 20 May 2020, and the rest of the stores on 1 June 2020. The number of stores and opening dates may slightly change depending on market developments and shopping mall operators’ decisions.

One retail store in Europe is open, with stores in Russia and Canada currently awaiting local authorities’ guidance.

The updated Remuneration Policy is attached herewith and also disclosed through Investor Relations section of the www.mavicompany.com web site.

Remuneration Policy

Mavi’s online shopping site and e-commerce channels in Turkey, which were temporarily closed on March 29 as part of the actions against the COVID-19 pandemic, have been reopened on April 17. On this note, we would like to inform that all preparations have been completed during this period of closure to protect the health of our employees, customers and business partners, and all necessary hygiene and social distancing measures have been taken.

Our Board of Directors, in its meeting on 2 April 2020, taking into account the impact of COVID-19 pandemic conditions on the activities of the Company, with the purpose to support the required liquidity of the Company, decided to propose non-distribution of net distributable profits of the year 2019, to the approval of the Ordinary General Assembly Meeting at which the operational results pertaining to the speacial accounting period 1 February 2019 – 31 January 2020 will be discussed.

Profit Distribution Table

As a result of the disruption and uncertainty caused by the COVID-19 coronavirus outbreak, we are withdrawing our fiscal year 2020 guidance provided on March 12, 2020, and not providing an updated outlook at this time.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

As we continue to embrace and adopt all measures recommended by the local and global health authorities in all of our markets, we would like to provide an update on the current developments and our internal responses as of today.

• We had announced the temporary closing of all our retail and franchise stores in Turkey, and our retail stores in Germany and Canada as of March 19, 2020. Our stores in Russia are also temporarily closed in line with the Russian government decisions since March 29. Hence as of today, all Mavi stores are temporarily closed in all markets.

• In supporting the employee and public health measures, we have decided to also temporarily suspend all online operations in Turkey as of March 29, 2020. Online and marketplace sales continue in international markets (North America, Germany and Russia).

• Our focus on effective and responsive inventory management coupled with our jeans business which constitutes more than 50% of our product line, has been supportive in dealing with the current disruption more efficiently. Our sourcing, planning, and category teams are working in full collaboration with our suppliers to determine cancellations and postponements for the year.

• Including the basic and ongoing products, around 70% of our inventory consists of less seasonal products that can easily be converted to be sold in the following season. We have been taking all possible actions to minimize inventory related impacts on our financials.

• On the OPEX front, we are looking into lowering our fixed costs as much as possible. The retail industry is considered under force majeure in the current circumstances, which enables us to review many of our contractual obligations. All non-compulsory operational costs and capital expenditures have been cut. With regards to store rents, our negotiations continue with the aim of paying no rent as long as the stores are closed.

• We are a family of 4172 employees, 3844 of whom are based in Turkey as of March 31. We have applied for the Turkish Governments “short-time working allowance” support for the period April 1- June 30, 2020, for all employees in Turkey and awaiting the approval of the Turkish Employment Agency. (The period is set for application purposes only and does not imply that the store closure period has been determined)

• There are similar government support practices in other countries we operate in. Our group company managements are completing all the necessary applications and closely following the respective developments.

• Our low leveraged healthy balance sheet puts us in a strong position in tackling the liquidity challenges with a long-term view. As well as securing the necessary credit lines with banks, we are also facilitating supplier financing options in order to delay immediate payments. Our cash position today is in line with our business continuity scenarios.

• In view of the current uncertain situation due to the Covid-19 pandemic, The Board of Directors considers it wiser to keep all liquidity on hand and has decided to refrain from paying dividend from FY2019 profit. Consequently, the non-distribution of dividends will be proposed to the AGM which is planned to take place in July.

• As a result of the disruption and uncertainty caused by the COVID-19 coronavirus outbreak, we are withdrawing our fiscal year 2020 guidance provided on March 12, 2020, and not providing an updated outlook at this time.

Although it is too soon to quantify the future impact of the Covid-19 outbreak on our business operations, we believe we will get over these difficult times with our strong financial position and our committed and responsive management team.

We remain open communication with all our stakeholders and will continue to inform the public as new developments occur.

We had announced the temporary closing of all our retail and franchise stores in Turkey, and our retail stores in Germany and Canada within the public disclosure dated 18.03.2020. In addition to these precautions, we have decided to temporarily close our stores in Russia in line with the Russian government decisions and to suspend our online store mavi.com operations in Turkey.

PDP Link

Considering the ongoing global impact of COVID-19 which is defined as a “pandemic” by the World Health Organization and which, under current circumstances,causes uncertainties in the planning and forecasts of the Company's activities and related party transactions which are part of these activities and as per the authorization granted to the Board of Directors in the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", the making of the framework resolution by the Board of Directors regarding continuous related party transactions for the special accounting period 01.02.2020 -31.01.2021 is postponed until the announcement date of the first quarter financial reports.. The framework resolution, on the date of its execution, shall cover continuous related party transactions which have been entered into since the beginning of the fiscal year and shall bear consequences for these transactions.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

As mentioned in the public disclosure dated 13 March 2018, pursuant to the internal regulation of the Company titled "Principles Pertaining to Related Party Transactions ", in respect of the continuous related party transactions, the Board of Directors shall, within 2 weeks following the public announcement of the annual financial tables, pass a framework resolution which shall cover the parties to the planned transactions, the expected volumes of work as per the annual budgets and business plans, the material terms and conditions of the continuous related party transactions and the methods and procedures to be applied for ensuring that the transactions which constitute continuous related party transactions are competitive and in line with the market conditions.

As a result of the evaluation made by the Board of Directors, it is decided that below provisions shall be added to the internal regulation of the Company titled “Principles Pertaining Related Party Transaction” and such additions shall be disclosed at the Public Disclosure Platform:

(1) The Board of Directors is authorized to postpone the making of the referred framework resolution until the announcement date of the first quarter financial reports in the event of natural disasters, epidemics, terrorist activities, war, general strike, business slowdown, business discontinuation, extraordinary situations arising in financial markets and macroeconomic conditions and/ or similar situations whichmay cause uncertainties in the planning and forecasts related to the activities of the Company and related party transactions which are part of these activities,

(2) The postponement decision is subject to the affirmative votes of the Independent Board Members.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Mavi is a brand that exists together with its employees, customers, business partners, and everyone that we engage with, and this view shapes our approach to the ongoing Covid-19 pandemic.

Our first and foremost priority is the health and safety of our employees and our consumers globally. Effective from today, we are temporarily closing all our retail and franchise stores in Turkey, and our retail stores in Germany and Canada. We are adapting a full-time work from home schedule for all employees in the head offices. We have completed all the necessary preperations and have strengthened our technical infrastructure to continue our operations remotely. We encourage everyone to follow public health guidelines issued by WHO and the local health authorities and take care of one another. As always we will continue to prioritize our employees’ rights and embrace all of our employees, customers and community with great care and attention.

Meanwhile, our global online stores and Mavi app will remain open 24/7 and our customers will be able to reach us any time via our social media channels.

On the business front, we have defined our business continuity plans to manage the current situation. We are taking responsive measures in inventory management and actively revising our opex and capex plans. We have secured the necessary credit lines with banks to be prudent in terms of cash management.

We are continuously following the advice of local and global authorities, putting all our efforts into staying healthy while being agile and responsive. As always, we remain open to communication with all our stakeholders.

We are confident that Mavi will successfully navigate through these difficult times.

Please find attached the guidance update for the financial year 2020.

Attached

Please find attached the guidance update for the financial year 2019.

Attached

The General Assembly resolution dated 30 April 2019 on the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2019 – 31 January 2020 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 7 May 2019 and published in the Turkish Trade Registry Gazette on 13 May 2019 numbered 9827.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

EN: Amendment to the Company's Articles of Association's article 3 (titled " Purpose and Fields of Activity ") and article 6 (titled "Capital and Shares") has been registered on 7 May 2019 and published at the Turkish Trade Registry Gazette on 13 May 2019 numbered 9827. The current version of the Articles of Association which reflects the recent amendments is attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

Amendment to the Company's Articles of Association's article 3rd (titled " Purpose and Fields of Activity ") and article 6th (titled "Capital and Shares") has been registered on 7 May 2019. The current version of the Articles of Association which reflects the recent amendments is attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

The General Assembly resolution dated 30 April 2019 on the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2019 – 31 January 2020 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 7 May 2019.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Resolutions taken at Mavi Giyim Sanayi ve Ticaret A.Ş. Ordinary General Assembly Meeting, which was held on 30 April 2019, have been registered by Istanbul Trade Registry on 7 May 2019.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 10:00. The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for the special accounting period of 1 February 2018 – 31 January 2019 were approved.

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company’s special accounting period of 1 February 2018 – 31 January 2019.

- The net amount of attendance fees payable to the Board of Directors’ members determined as TL 9.600.- KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2019 – 31 January 2020 financial reports.

- The Board of Directors' dividend payment proposal on non-distribution of the referred profit for the purpose and reason of increasing the free cash amount and optimizing financing expenses by taking into consideration Company’s long-term strategies and investment, cash and financing policies has been approved.

- Board of Directors’ proposal to amend Article 3 of the Company’s Articles of Association titled “Purpose and Fields of Activity” and Article 6 titled “Capital and Shares” were approved.

- The upper limit of the donations were determined as TL 500.000 for the special accounting period of 1 February 2019 – 31 January 2020.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

In our Company’s Ordinary General Assembly Meeting held on 30 April 2019, it was resolved to approve the attached dividend distribution proposal of the Board of Directors’ on non-distribution of net distributable profits of the year 2018 for the purpose and with the intention of increasing the free cash amount and optimizing financing expenses, taking into consideration Company's long-term strategies and investment, cash and financing policies.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

In our Company’s Ordinary General Assembly Meeting held on 30 April 2019, it was resolved to approve KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2019 – 31 January 2020 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 30 April 2019, it was resolved that Our Company's Articles of Association's article  3rd (titled " Purpose and Fields of Activity ") and article 6th (titled "Capital and Shares") shall be amended as in the attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

On April 30, 2019, it was resolved that;

- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,

- Seymur Tarı shall be elected as the Vice Chairman of the Board.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Nevzat Aydın and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Nevzat Aydın as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Bige İşcan Aksaray has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The updated Remuneration Policy and the General Assembly Information Document including the updated Policy are attached herewith and also disclosed through Investor Relations section of the www.mavicompany.com web site.

Attached

Our Company’s Ordinary General Assembly Meeting for the special accounting period of 1 February 2018 – 31 January 2019 shall convene on 30 April 2019 Tuesday at 10:00 at the address of Sultan Selim Mahallesi Eski Büyükdere Caddesi No:53 34418 Kağıthane /İstanbul to discuss the attached agenda.

The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations is attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

General Assembly Invitation

General Assembly Information Document

Pursuant to our Company's "Principles Regarding Related Party Transactions" (the "Principles"), within two weeks following the public disclosure of our Company's annual financial tables, the Board of Directors must pass a framework resolution relating to the scope, terms and expected volume of business of the related party transactions of a common and continuous nature that are anticipated to be entered into within the fiscal year, including the transactions entered into since the beginning of the fiscal year, as well as the methods and procedures to be applied for determining whether or not they are on arm's length terms, and the issues resolved upon must be disclosed to the public.

The relevant Board of Directors resolution was passed on 29.03.2019 and the table attached hereto demonstrates the common and continuous related party transactions that are anticipated to be entered into within the fiscal year, the scope, terms and expected volume of business thereof and the methods and procedures to be applied for determining whether or not they are on arm's length terms.

Additionally, the related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP") :

"Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% of the total cost of goods according to the publicly announced financial statements of 01.02.2018-31.01.2019 and it is expected that these transactions will continue in in the special accounting period of 01.02.2019-31.01.2020 with the same conditions. This report explains the conditions of purchase of trade goods and the pricing methodology and provides information about the transactions being at arm's length with respect to market conditions."

Attached

Our Board of Directors, in its meeting on 29 March 2019 decided to propose non-distribution of net distributable profits of the year 2018 for the purpose of and with the intention of increasing the free cash amount and optimizing financing expenses taking into consideration Company’s long-term strategies and investment, cash and financing policies, to the approval of the Ordinary General Assembly Meeting at which operational results pertaining to the special accounting period 1 February 2018 – 31 January 2019 will be discussed.

Attached

In line with the evaluation of the Audit Committee, the Board of Directors resolved to nominate KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2019 – 31 January 2020 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection to the approval of the General Assembly of Shareholders.

The amendment draft of articles of association of the Company was approved by Ministry of Trade on March 14, 2019.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Please find attached our company guidance for the financial year 2019

Attached

Application to Capital Markets Board (CMB) for amendments of article of association of the Company has been approved by the CMB on 12.03.2019.

The draft amendments to the Articles of Association will be submitted to the shareholders' approval at the first General Assembly meeting following the approval of the Ministry of Trade.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

It is resolved with the 05.03.2019 dated resolution of Board of Directors of our Company that :

Our Company's Articles of Association's article 3rd (titled " Purpose And Fields Of Activity") and article 6th (titled "Capital and Shares") shall be amended as in the attached.

The Head Office of the Company shall be authorized to make necessary applications to the Capital Markets Board and the Ministry of Trade and to complete other legal transactions.

In case of any contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Attached

Our CFO Tuba Toprakçı Yılmaz resigns as of 29 March 2019 and Bige İşcan Aksaray is appointed as her replacement effective as of 29 March 2019. Bige İşcan Aksaray holds a BA in Economics from Boğaziçi University and a graduate degree in Management from Boston University. Bige İşcan Aksaray started her professional career in 1993 at Gillette Company where she held various senior finance positions. Ms. Bige İşcan Aksaray has been serving as CFO at Avon Turkey since 2005.

CFO Tuba Toprakçı Yılmaz resigns as of 29 March 2019 and Bige İşcan Aksaray is appointed as her replacement effective as of 29 March 2019. Bige İşcan Aksaray holds a BA in Economics from Boğaziçi University and a graduate degree in Management from Boston University. Bige İşcan Aksaray started her professional career in 1993 at Gillette Company where she held various senior finance positions. Ms. Bige İşcan Aksaray continues to serve as a CFO since 2005 at Avon Turkey.

Our CFO Tuba Toprakçı Yılmaz resigns as of 29 March 2019 and Bige İşcan Aksaray is appointed as her replacement effective as of 29 March 2019. Bige İşcan Aksaray holds a BA in Economics from Boğaziçi University and a graduate degree in Management from Boston University. Bige İşcan Aksaray started her professional career in 1993 at Gillette Company where she held various senior finance positions. Ms. Bige İşcan Aksaray has been serving as CFO at Avon Turkey since 2005.

CFO Tuba Toprakçı Yılmaz resigns as of 29 March 2019 and Bige İşcan Aksaray is appointed as her replacement effective as of 29 March 2019. Bige İşcan Aksaray holds a BA in Economics from Boğaziçi University and a graduate degree in Management from Boston University. Bige İşcan Aksaray started her professional career in 1993 at Gillette Company where she held various senior finance positions. Ms. Bige İşcan Aksaray continues to serve as a CFO since 2005 at Avon Turkey.

Please find attached the guidance update for the financial year 2018.

Attached

The 27.40% indirect shareholding of Hayriye Fethiye Akarlılar, Fatma Elif Akarlılar and Seyhan Akarlılar in Mavi Giyim Sanayi ve Ticaret A.S. has been, without any change in their total shareholding percentage, transformed into 27.19% direct shareholding and 0.21% indirect shareholding through Blue International Holding B.V.

Group A shares representing direct shareholding of Hayriye Fethiye Akarlılar, Fatma Elif Akarlılar and Seyhan Akarlılar have been converted into Group B shares as per Article 6 of the Articles of Association of the Company. These Group B shares have been registered to the “Issuer Shareholder Account” under the Central Depositary System and are kept as non-public shares. As a result of these transactions, Group A shares that are held by Blue International Holding B.V. constitute 0.21% of the company’s shared capital. The special rights attributed to these shares by the Articles of Association of the Company continue to survive.

The effect of Akarlılar family members on the management of the Company remains unchanged.

This public disclosure is drafted in both Turkish and English languages. In case of any discrepancy between Turkish and English versions, Turkish version shall prevail.

Mavi Giyim Sanayi ve Ticaret A.Ş.

Please find attached the guidance update for the financial year 2018.

Attached

Please find the managements trading update regarding the second quarter of 2018 attached and on our corporate website. (www.mavicompany.com)

Attached

Our Chief Commercial Officer (Turkey & Export Markets) Savan Tüysüz will continue to work as Mavi Europe Regional Head at our subsidiary Mavi Europe AG as of September 2018. Okan Gürsan has been appointed as Chief Commercial Officer (Turkey & Export Markets).

All acts and transactions relevant with the purchase of shares representing 25% of the capital of Mavi Jeans Inc. ("Mavi Canada"), a subsidiary of the Company, from the Company's related party, Kitsch Apparel Inc., which was announced with our material event disclosure dated 18 May 2018, was completed and the share transfer took place.

Following the share transfer, the Company directly controls 25% of the shares of Mavi Canada and together with the 38.25% indirect shareholding the Company's effective shareholding ratio in Mavi Canada increased to 63.25%.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Our Company's Board of Directors has resolved to ;

- Purchasing of shares representing 25% of the capital of Mavi Jeans Inc. ("Mavi Canada") which is a subsidiary of the Company, from the Company's related party Kitsch Apparel Inc.,

- Paying to Kitsch Apparel Inc. CAD 3,975,000 as sales price,

- Carrying out all necessary transactions for the resolution of the Board of Directors, including the signing of the share transfer agreement.

The sales price of CAD 3,975,000 was determined taking into account the Appraisal Report dated April 10, 2018, prepared by the PwC Yönetim Danışmanlığı A.Ş.

As per the Related Party Transactions Policy the content of which was disclosed through the public offering prospectus and by taking into account the fact that the amount of the transaction corresponds to 1.5% of the gross revenues under the preceding year's income statement and to 1.3% of the preceding year's balance sheet, the transaction is approved by the Board of Directors by taking the opinion of the Audit Committee and through the affirmative votes of all Independent Board Members.

Following the planned share transfer, the Company will directly control 25% of the shares of Mavi Canada and together with the current 38.25 indirect shareholding The effective shareholding ratio of the Company in Mavi Canada will rise to 63.25 % .

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The General Assembly resolution dated 2 May2018 on the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Old Title : Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.) as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2018

– 31 January 2019 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 8 May 2018 and published in the Turkish Trade Registry Gazette on 14 May 2018 numbered 9577.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The General Assembly resolution dated 2 May 2018 on the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Old Title : Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.) as the independent auditor to audit our Company's financial reports for the special accounting period of 1 February 2018

– 31 January 2019 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations has been registered on 08 May 2018.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Amendments to the Internal Directive On The Principles And Procedures Of Operation Of The Shareholders' General Assembly Of The Company has been registered on 08 May 2018. The current version of the Internal Directive On The Principles And Procedures Of Operation Of The Shareholders' General Assembly Of The Company is attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

Amendment to the Company's Articles of Association's article 4th (titled " Headquarters And Branches Of The Company ") and article 6th (titled "Capital and Shares") has been registered on 08 May 2018. The current version of the Articles of Association which reflects the recent amendments is attached.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

Resolutions taken at Mavi Giyim Sanayi ve Ticaret A.Ş. Ordinary General Assembly Meeting, which was held on 2 May 2018, have been registered by Istanbul Trade Registry on 08 May 2018.

The major resolutions taken at the meeting are as follows:
- Financial statements and the annual report for the special accounting period of 1 February 2017 – 31 January 2018 were approved.

- Changes to the Board of Directors’ members under Article 363 of the Turkish Commercial Code during the special accounting period of 1 February 2017 – 31 January 2018 were approved.

- Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company’s special accounting period of 1 February 2017 – 31 January 2018.

- It is resolved to elect Mr. Ragıp Ersin Akarlılar, Mr. Ahmet Cüneyt Yavuz, Mr. Seymur Tarı and Ms. Fatma Elif Akarlılar as members of the Board of Directors; and Mr. Ahmet Fadıl Ashaboğlu and Mr. Nevzat Aydın as independent members of Board of Directors to serve for a term of 3 (three) years.

- Attendance fees paid to the Board of Directors’ members in accordance with Remuneration Policy within the special accounting period of 1 February 2017 – 31 January 2018 were approved.

- The net amount of attendance fees payable to the Board of Directors’ members determined as TL 8.000.

- KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2018 – 31 January 2019 financial reports.

- Company’s Dividend Distribution Policy was approved.

- The Board of Directors' dividend payment proposal on distribution of TL 22.389.921,09 net dividend to shareholders in cash starting from 29 May 2018 has been approved.

- Board of Directors’ proposal to amend Article 4 of the Company’s Articles of Association titled “Headquarters and Branches of the Company” and Article 6 titled “Capital and Shares” were approved.

- Donations and Aids Policy was approved.

- Donations made by the Company within the special accounting period of 1 February 2017 – 31 January 2018 were approved.

- The upper limit of the donations were determined as TL 700.000 for the special accounting period of 1 February 2018 – 31 January 2019.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, it was resolved to approve dividend distribution proposal of the Board of Directors prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy and to start the dividend payments on 29 May 2018.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Regarding the Board Committees that have been established by the Board of Directors pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board :

- Audit Committe shall be composed of two members; independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

- Corporate Governance Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Nevzat Aydın and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Nevzat Aydın as chairman of the committee;

- Early Identification of Risks Committe shall be composed of three members; chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Tuba Toprakçı Yılmaz has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, Company’s Donations and Aids Policy, determined during the Board of Directors Meeting dated 24 May 2017 and disclosed to public through Company’s public offering prospectus, was approved .

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

On May 2, 2018, it was resolved that;
- Ragıp Ersin Akarlılar shall be elected as the Chairman of the Board,

- Seymur Tarı shall be elected as the Vice Chairman of the Board.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, the Board of Directors’ proposal on the amendments to the Internal Directive On The Principles And Procedures Of Operation Of The Shareholders' General Assembly Of The Company was approved as in the attached. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, it was resolved to approve KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Old Title : Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.) to audit our Company's financial reports for the special accounting period of 1 February 2018

– 31 January 2019 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, it was resolved that Our Company's Articles of Association's article 4th (titled " Headquarters And Branches Of The Company ") and article 6th (titled "Capital and Shares") shall be amended as in the attached. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Attached

In our Company’s Ordinary General Assembly Meeting held on 2 May 2018, Company’s Dividend Distribution Policy, determined during the Board of Directors Meeting dated 24 May 2017 and disclosed to public through Company’s public offering prospectus, was approved . This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Mavi Giyim Sanayi ve Ticaret A.Ş.'s Ordinary General Assembly Meeting was held today at 10:00. The major resolutions taken at the meeting are as follows:
- Financial statements and the annual report for the special accounting period of 1 February 2017 – 31 January 2018 were approved.
- Changes to the Board of Directors’ members under Article 363 of the Turkish Commercial Code during the special accounting period of 1
February 2017 – 31 January 2018 were approved. - Board of Directors were released separately and individually from their liabilities in respect of their activities within the Company’s special accounting period of 1 February 2017 – 31 January 2018.
- It is resolved to elect Mr. Ragıp Ersin Akarlılar, Mr. Ahmet Cüneyt Yavuz, Mr. Seymur Tarı and Ms. Fatma Elif Akarlılar as members of the Board of Directors; and Mr. Ahmet Fadıl Ashaboğlu and Mr. Nevzat Aydın as independent members of Board of Directors to serve for a term of 3 (three) years.
- Attendance fees paid to the Board of Directors’ members in accordance with Remuneration Policy within the special accounting period of 1 February 2017 – 31 January 2018 were approved.
- The net amount of attendance fees payable to the Board of Directors’ members determined as TL 8.000.
- KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of special accounting period of 1 February 2018 – 31 January 2019 financial reports.
- Company’s Dividend Distribution Policy was approved.
- The Board of Directors' dividend payment proposal on distribution of TL 22.389.921,09 net dividend to shareholders in cash starting from 29 May 2018 has been approved.
- Board of Directors’ proposal to amend Article 4 of the Company’s Articles of Association titled “Headquarters and Branches of the Company” and Article 6 titled “Capital and Shares” were approved.
- Donations and Aids Policy was approved.
- Donations made by the Company within the special accounting period of 1 February 2017 – 31 January 2018 were approved.
- The upper limit of the donations were determined as TL 700.000 for the special accounting period of 1 February 2018 – 31 January 2019.
Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Our Company’s Ordinary General Assembly Meeting for the special accounting period of 1 February 2017 – 31 January 2018 shall convene on 2 May 2018 Wednesday at 10:00 at the address of Raffles İstanbul Hotel - Levazım Mahallesi, Koru Sokağı Zorlu Center, 34340 Beşiktaş/İstanbul to discuss the attached agenda
The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations is attached.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

General Assembly Invitation

General Assembly Information Document

In line with the evaluation of the Audit Committee, the Board of Directors resolved to nominate Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the special accounting period of 1 February 2018 – 31 January 2019 and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection to the approval of the General Assembly of Shareholders.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Pursuant to our Company's "Principles Regarding Related Party Transactions" (the "Principles"), within two weeks following the public disclosure of our Company's annual financial tables, the Board of Directors must pass a framework resolution relating to the scope, terms and expected volume of business of the related party transactions of a common and continuous nature that are anticipated to be entered into within the fiscal year, including the transactions entered into since the beginning of the fiscal year, as well as the methods and procedures to be applied for determining whether or not they are on arm's length terms, and the issues resolved upon must be disclosed to the public.

The relevant Board of Directors resolution was passed on 29.03.2018 and the table attached hereto demonstrates the common and continuous related party transactions that are anticipated to be entered into within the fiscal year, the scope, terms and expected volume of business thereof and the methods and procedures to be applied for determining whether or not they are on arm's length terms.
Additionally, the related party transactions report prepared by our Board of Directors in accordance with Article 10 (2) of the Corporate Governance Communiqué N II – 17.1 has been approved and it has also been resolved to present the conclusion section of this report to shareholders information through Public Disclosure Platform ("KAP") :
"Pursuant to Serial No. II.17.1 (Communiqué) and Article 10 of the Capital Markets Board (CMB), the common and continuous commercial transactions executed between our company and our subsidiary Erak Giyim San. ve Tic. A.Ş. exceeded 10% of the total cost of goods according to the publicly announced financial statements of 01.02.2017-31.01.2018 and it is expected that these transactions will continue in in the special accounting period of 01.02.2018-31.01.2019 with the same conditions. This report explains the conditions of purchase of trade goods and the pricing methodology and provides information about the transactions being at arm's length with respect to market conditions."

click for attached

The amendment draft of articles of association of the Company was approved by Ministry of Customs and Trade on March 20, 2018.

Ref: Our public disclosure dated 09.03.2018

Application to Capital Markets Board (CMB) for amendments of article of association of the Company has been approved by the CMB.

The draft amendments to the Articles of Association will be submitted to the shareholders' approval at the first General Assembly meeting following the approval of the Ministry of Customs and Trade.

Our Company's audited IFRS consolidated financial results for financial year 2017, ending 31 January 2018 have been disclosed today. Consolidated IFRS financial results, management presentation and press releases can be found attached and on our mavicompany.com website

Our company guidance for financial year 2018 is as follows:

- 25% consolidated sales growth
- 25 new retail store openings in Turkey
- 16% Turkey retail like-for-like storesrevenue growth
- Consolidated EBITDA margn above 14%
- Net Debt / EBITDA below 1x
- Capex : Up to 5% of consolidated sales

Our Board of Directors, in its meeting on 14 March 2018 decided to propose the attached dividend distribution proposal prepared in accordance with Article 15 of the Company's Articles of Association and Dividend Distribution Policy to the approval of the Ordinary General Assembly Meeting at which operation results pertaining to the special accounting period 1 February 2017 – 31 January 2018 will be discussed. According to the proposal, dividend payments will start on 29 May 2018.

click for attached

"Our Company has been notified that the entire process relating to the termination of the indirect shareholding of one of our indirect shareholders, Turkish Private Equity Fund II L.P. in our Company (as described in our Company’s public offering circular) and the indirect shareholding ratio of Akarlılar Family Members in our Company’s becoming 27.4%, including the Competition Board approval process, have been completed."

In the public offering circular of our Company, it was announced to the public that pursuant to the internal regulation of our Company titled “Related Party Transactions Policy ”, in respect of the regular related party transactions, the Board of Directors would, at the beginning of each fiscal year, pass a framework resolution covering the parties to the proposed transactions, the expected volumes of work as per the annual budgets and business plans, the material terms and conditions of the regular related party transactions and the methods and procedures to be applied for ensuring that the transactions that constitute regular related party transactions are competitive and in line with the market conditions. Upon evaluating the matter, our Board of Directors has reached the conclusion that the phrase “at the beginning of each fiscal year” in the relevant regulation requires clarification. Accordingly, our Board of Directors has resolved to amend the relevant provision of the internal regulation in order to clarify the period in which such framework decision is to be passed as “2 weeks following the public announcement of the annual financial tables”. The general Board Decision to be passed shall also cover the regular related party transactions that have been entered into since the beginning of the fiscal year and shall be effective in respect of such transactions as well.

It is resolved with the 09.03.2018 dated resolution of Board of Directors of our Company that :

- Our Company’s Articles of Association's article 4th (titled "Headquarters And Branches Of The Company ") and article 6th (titled "Capital and Shares”) shall be amended as in the attached,

- The Head Office of the Company shall be authorized to make necessary applications to the Capital Markets Board and the Ministry of Industry and Commerce and to complete other legal transactions.

In case of any contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

click for attached

Our Company's audited IFRS consolidated financial results for the nine months period ended 31 October 2017 have been disclosed today. Consolidated IFRS financial results and the latest management presentation can be found attached and on our website.

Serving the international recognition and brand building of "Mavi" brand, our company had been accredited under the Turquality support programme since 2008 and has completed its second five year support cycle as of September 2017. In accordance with the ammendments made to the Turquality legislation in 01.06.2017, that allows for additional time in the programme for new markets for up to five years, our USA and Canada operations have been included in the support programme for the next five years.

Our Company has become the sole shareholder of our subsidiary Mavi Europe AG on September 29, 2017, through increasing its shareholding to 100% from 87.5%, following the payment of the last installment of the share purchase price in relation to the put option exercised by the minority shareholders on March 29, 2017 and the completion of the share transfer procedure.

Our Company's audited IFRS consolidated financial results for the period ended 31 July 2017 have been disclosed today. Consolidated IFRS financial results and the latest management presentation can be found attached and on our website.

Regarding the Board Committees that have been established by the Board of Directors on May 24, 2017 pursuant to the Corporate Governance Principles of the Communiqué Serial II. No.17.1 of the Capital Markets Board, and whose duties and working principles disclosed within the offering circular, our Board of Directors decided on the following appointments:

Independent board members Ahmet Fadıl Ashaboğlu and Nevzat Aydın has been appointed as members of the Audit Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee;

Chairman of the board Ragıp Ersin Akarlılar, independent board member Nevzat Aydın and investor relations director Duygu Inceoz has been appointed as members of Corporate Governance Committee with Nevzat Aydın as chairman of the committee;

Chairman of the board Ragıp Ersin Akarlılar, independent board member Ahmet Fadıl Ashaboğlu and CFO Tuba Toprakçı Yılmaz has been appointed as members of the Early Identification of Risks Committee with Ahmet Fadıl Ashaboğlu as the chairman of the committee.

Please find the presentation used at our Analyst Meeting held on Aug.8, 2017 attached and also on our company website (mavicompany.com).

In accordance with the requirements of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, Duygu İnceöz ([email protected]) appointed to the duty of the Company's Investor Relations Director since date 26.07.2017. Respectfully announced to the public.

On July 17, 2017, our board of directors has resolved on (i) cancellation of signatory authorities of Arif Kerem Onursal and Hatice Hale Özsoy Bıyıklı due to resignation from their offices; (ii) appointment of Nevzat Aydın ve Ahmet Fadıl Ashaboğlu as independent board members to the vacant seats in the board and submission of new memberships for approval in the upcoming general assembly; and (iii) distribution of the board members' duties.

Mavi Giyim Sanayi ve Ticaret A.Ş. will announce its First Quarter Results for the three months to April 30 on 6 July 2017

The Results will be published through the Public Disclosure Platform and the company's website (www.maviyatirimciliskileri.com ; www.mavicompany.com).