KOÇ HOLDİNG A.Ş. — AGM Information 2020

Apr 2, 2020

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

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2019
Ending Date Of The Fiscal Period	31.12.2019
Decision Date	05.03.2020
General Assembly Date	02.04.2020
General Assembly Time	16:00
Record Date (Deadline For Participation In The General Assembly)	01.04.2020
Country	Turkey
City	İSTANBUL
District	ÜSKÜDAR
Address	Nakkaştepe Azizbey Sokak 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 2019,

3 - Presentation of the summary of the Independent Auditor's Report for the year 2019,

4 - Presentation for discussion and approval of the Financial Statements of the Company for the year 2019,

5 - Approval of the change in the Board of Directors during the year as per Article 363 of Turkish Commercial Code,

6 - Release of each member of the Board of Directors from liability for the Company's activities for the year 2019,

7 - Approval, amendment and approval, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2019 and the distribution date,

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 2019, and resolution of an upper limit for donations for the year 2020,

13 - In accordance with the Capital Markets Board regulations, presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of the third parties in the year 2019 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 2019 pursuant to the Corporate Governance Communique of the Capital Markets Board,

15 - Wishes and opinions.

Corporate Actions Involved In Agenda

Dividend Payment

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

General Assembly Result Documents

Appendix: 1	Ek 1 Tutanak.pdf - Minute
Appendix: 2	Ek 2 Hazır bulunanlar listesi.pdf - List of Attendants

Additional Explanations

Koç Holding A.Ş.'s Ordinary General Assembly Meeting was held today at 16:00.

The major resolutions taken at the meeting are as follows:

- Financial statements and the annual report for 2019 were approved.

- Directors were released separately and individually from their liabilities in connection with 2019 yearly accounts and activities of the Company.

- Given the current extraordinary operating environment that requires even more prudent policies, the Board of Directors' former dividend payment proposal on distribution of 1.044.789.996,60 TL gross dividend to shareholders in cash has been rejected and the new dividend payment proposal that was raised during the meeting for the distribution of 531.270.641,50 TL gross dividend to shareholders in cash starting from 06 April 2020 has been approved.

- Total number of Directors is determined as 11, together with 4 independent directors. It is resolved to elect Mr. Mustafa Rahmi Koç, Mr. Mehmet Ömer Koç, Mr. Yıldırım Ali Koç, Ms. Semahat Sevim Arsel, Ms. Caroline Nicole Koç, Ms. İpek Kıraç, Mr. Levent Çakıroğlu, as members of the Board of Directors; and Mr. Jacques A. Nasser, Ms. Anne Lauvergeon, Ms. Emily K. Rafferty and Mr. Cem M. Kozlu as independent members of Board of Directors to take office for one year.

- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of 2020 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.