KOÇ HOLDİNG A.Ş. — AGM Information 2017

Apr 10, 2017

Summary Info	Registration of Ordinary General Assembly resolutions
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

Type of General Assembly	Annual
Begining of The Fiscal Period	01.01.2016
End of The Fiscal Period	31.12.2016
Decision Date	03.03.2017
General Assembly Date	30.03.2017
General Assembly Time	16:00
Record Date	29.03.2017
Country	Turkey
City	İSTANBUL
District	ÜSKÜDAR
Address	Nakkaştepe Azizbey Sok. No:1 Kuzguncuk

Agenda Items

1 - Opening and election of the Chairman of the Meeting

2 - Presentation for discussion and approval of the Annual Report of the Company prepared by the Board of Directors for the year 2016

3 - Presentation of the summary of the Independent Audit Report for the year 2016

4 - Presentation for discussion and approval of the Financial Statements of the Company for the year 2016

5 - Release of each member of the Board of Directors from liability for the Company's activities for the year 2016

6 - Approval, amendment and approval, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2016 and the distribution date

7 - Approval, amendment and approval, or rejection of the Board of Directors' proposal on the amendment of Article 6 of the Articles of Association of the Company "Capital"

8 - Resolution of the number of the members of the Board of Directors and their terms of office and election of the members of the Board of Directors in accordance with the newly resolved number and election of the Independent Board Members

9 - In accordance with the Corporate Governance Principles, presentation to the shareholders and approval by the General Assembly of the "Remuneration Policy" for the members of the Board of Directors and the Senior Executives and the payments made on that basis

10 - Resolution of the annual gross salaries to be paid to the members of the Board of Directors

11 - Approval of the appointment of the Independent Audit Firm as selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Board regulations

12 - Presentation to the shareholders of the donations made by the Company in 2016, and resolution of an upper limit for donations for the year 2017

13 - In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2016 and of any benefits or income thereof

14 - Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2016 pursuant to the Corporate Governance Communique of the Capital Markets Board

15 - Wishes and opinions

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Accepted

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	10.04.2017

General Assembly Outcome Documents

Appendix: 1	EK 1 Toplantı Tutanagı.pdf - Minute
Appendix: 2	EK 2 Hazır Bulunanlar Listesi.pdf - List of Attendants

Additional Explanations

The resolutions of the Ordinary General Assembly Meeting held on 30.03.2017 have been registered by Istanbul Trade Registry Office on 10.04.2017.

The major resolutions taken at the meeting were as follows:

- Financial statements and the annual report for 2016 were approved.

- Directors were released separately and individually from their liabilities in connection with 2016 annual accounts and activities of the Company.

- The Board of Directors' dividend payment proposal on distribution of TL 826.449.174,50 gross dividend to shareholders in cash starting from 6 April 2017 has been approved.

- Amendment of Article 6 of the Company's Articles of Association "Capital" has been approved.

- Total number of Directors is determined as 18, together with 6 independent directors. It is resolved to elect Mr. Mustafa Rahmi Koç, Mr. Mehmet Ömer Koç, Mr. Yıldırım Ali Koç, Ms. Semahat Sevim Arsel, Mr. Temel Kamil Atay, Dr. Bülent Bulgurlu, Ms. Caroline Nicole Koç, Ms. İpek Kıraç, Mr. Levent Çakıroğlu, Prof. Dr. John Hector McArthur, Prof. Dr. Heinrich Karl Friedrich Eduard Pierer Von Esch and Dr. Kwok King Viktor Fung as members of the Board of Directors; and Mr. Muharrem Hilmi Kayhan, Mr. Kutsan Çelebican, Mr. Mustafa Kemal Olgaç, Mr. Jacques Nasser, Ms. Anne Lauvergeon and Mr. Ömer Dinçkök as independent members of Board of Directors to take office until the Annual Ordinary Meeting of the General Assembly of Shareholders to be convened for discussion of 2017 accounts.

- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) was elected as the independent auditor for the review of 2017 financial reports.

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.