KOÇ HOLDİNG A.Ş. — AGM Information 2021

Mar 8, 2021

KOÇ HOLDING INFORMATIVE DOCUMENT FOR THE 9 APRIL 2021 ORDINARY GENERAL ASSEMBLY TO REVIEW FINANCIAL YEAR 2020

1. INVITATION TO THE 9 APRIL 2021 ORDINARY GENERAL ASSEMBLY

Koç Holding A.Ş.'s Ordinary General Assembly Meeting shall convene on Friday 9 April 2021 at 16:00 (2pm GMT) at the address of Nakkaștepe Azizbey Sok. No. 1, 34674 Kuzguncuk-Üsküdar/Istanbul (Tel: +90 216 531 00 00, Fax: +90 216 531 00 99). The activities of the Company for the fiscal year 2020 will be reviewed at the meeting, the following agenda will be discussed and a resolution regarding the agenda will be voted.

In accordance with the legal requirements, 2020 Financial Statements, the Independent Auditor's Report (prepared by our Independent Auditor, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.), and the Board of Directors' Annual Report, including the dividend distribution proposal of the Board of Directors and the explanations on Corporate Governance and Sustainability, along with the following agenda and the Memorandum containing the information required by Capital Markets Board regulations shall be made available to the shareholders at the Company Headquarters, on the Company's corporate website at www.koc.com.tr, on the Public Disclosure Platform, and on the Electronic General Assembly System of the Central Registry Agency at least three weeks prior to the meeting, excluding the invitation and the meeting dates.

Shareholders that are unable to attend the meeting in person, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, shall prepare their proxy documents in accordance with the legal requirements, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from our corporate website at www.koc.com.tr and shall submit to the Company the notarized proxy documents issued in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Assembly System. Due to our legal liability, proxy documents which do not comply with the requirements of the aforementioned Communiqué shall not be accepted.

Shareholders intending to vote via the Electronic General Assembly System are requested to obtain information from the Central Registry Agency, our Company's website at www.koc.com.tr or from the Company Headquarters (Tel: +90 216 531 00 00) to ensure that they comply with the provisions of the by-laws for the Electronic Shareholders Meeting for Joint Stock Companies.

Pursuant to Paragraph 4 of Article 415 of the Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly do not need to block their shares.

At the Ordinary General Assembly Meeting, the voters shall use the open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.

Due to the Covid-19 pandemic, the General Assembly Meeting will be held in accordance with the pandemic restrictions and requirements announced by public authorities. Therefore our shareholders are expected to follow the announcements made by such authorities. In this respect,

• Given the pandemic context and the meeting restrictions announced by public authorities, apart from the Company shareholders guests will not be allowed to join the General Assembly Meeting this year.
• All guests will be screened for fever at the entrance of the meeting venue.
• Wearing a mask throughout the meeting will be required.
• There will not be any food or drink served.

The press is invited to the General Assembly Meeting.

Detailed information on processing shareholders' personal data within the framework of the Law on the Protection of Personal Data (No. 6698) is available at "Koç Holding Personal Data Protection and Processing Policy" disclosed on www.koc.com.tr.

Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.

Respectfully,

KOÇ HOLDING A.Ş. Board of Directors

Company Adress: Nakkaştepe Azizbey Sok. No:1 34674 Kuzguncuk-Üsküdar/İstanbul Trade Registry and Number: İstanbul/85714 Mersis Number: 0570002057500012

2. ADDITIONAL EXPLANATIONS IN ACCORDANCE WITH CMB REGULATIONS

The additional explanations required pursuant to Capital Markets Board (CMB) Corporate Governance Communiqué No. II-17.1 are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section.

2.1. Capital Structure and Voting Rights

As of the date of the publication of this Information Document, information concerning the total number of shares and voting rights, the number of shares and voting rights representing each privileged share and the type of privilege is provided below:

Company shares are divided into two groups, Group A and Group B. Each Group A share has two votes at the General Assembly.

The voting rights of our shareholders, taking into consideration privileged shares, are provided in the following table:

Shareholder	Group	Share Amount(TRY)	EquityRatio (%)		Voting Right Voting RightStake (%)
Temel Ticaret ve Yatırım A.Ş.*	A	678.773.422	26,77	135.754.684.460	42,23
Temel Ticaret ve Yatırım A.Ş.*	B	428.196.786	16,88	42.819.678.578	13,32
Koç Family	B	487.895.145	19,24	48.789.514.515	15,18
Vehbi Koç Foundation	B	184.171.754	7,26	18.417.175.384	5,73
Koç Holding Pension and Assistance Foundation	B	50.451.548	1,99	5.045.154.831	1,57
Rahmi M. Koç ve Mahdumları Maden İnşaatTurizm Ulaştırma Yatırım ve Ticaret A.Ş.	B	35.385.424	1,40	3.538.542.410	1,10
Free Float	B	671.023.971	26,46	67.102.397.052	20,87
Total		2.535.898.050	100,00	321.467.147.230	100,00

* Majority of Temel Ticaret ve Yatırım A.Ș. shares belong to Koç Family members.

2.2. Managerial and Operational Changes in Our Company or our Subsidiaries which may Significantly Affect the Activities of our Company

There are no managerial or operational changes that have substantially affected or that will substantially affect the Company's activities in the previous accounting period, or planned for the upcoming accounting periods. Besides that, material event disclosures made by our Company in accordance with legal requirements are available at www.kap.gov.tr

2.3. Information regarding requests of shareholders for adding an item on the agenda

No request has been submitted in writing to the Koç Holding Investor Relations Department concerning the desire of shareholders to have an item added on the agenda.

3. ANNOUNCEMENTS PERTAINING TO THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING ON 9 APRIL 2021

1. Opening and election of the Chairman of the Meeting

Within the framework of the provisions of "the Turkish Commercial Code (TCC) no. 6102" and "the Regulation of the Ministry of Customs and Commerce regarding Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Commerce to be Present in these Meetings" ("Regulation" or "General Assembly Regulation"), and General Assembly Principles Article 7, a Chairman shall be elected to chair the General Assembly meeting. Within the framework of the General Assembly Principles, at least one person will be appointed as Secretary by the Chairman. The Chairman may also appoint adequate number of vote-collectors.

2. Presentation for discussion and approval of the Annual Report of the Company prepared by the Board of Directors for the year 2020

Within the framework of the TCC, the Regulation, the Capital Markets Law and related regulations, information shall be given on the 2020 Annual Report that includes the Corporate Governance Compliance Report, which has been announced at the Headquarters of our Company, on the Electronic General Assembly portal of the Central Registry Agency (CRA) and on the corporate website of the Company at www.koc.com.tr for review of our shareholders three weeks before the General Assembly meeting and it shall be presented for discussion and approval of our shareholders.

3. Presentation of the summary of the Independent Auditor's Report for the year 2020

A summary of the Independent Auditor's Report, which is prepared according to the TCC and CMB regulations and posted three weeks prior to the General Assembly meeting at the Company Headquarters, the Electronic General Assembly Portal of the CRA and www.koc.com.tr, will be read aloud.

4. Presentation for discussion and approval of the Financial Statements of the Company for the year 2020

Information about our financial statements and legal statutory accounts, which, pursuant to the TCC, Bylaws and Capital Markets Law have been posted three weeks prior to the General Assembly meeting at our Company Headquarters, on the Electronic General Assembly Portal of the CRA and on www.koc.com.tr for review by our shareholders, shall be presented to our shareholders for their evaluation and approval.

5. Release of each member of the Board of Directors from liability for the Company's activities for the year 2020

Pursuant to the TCC and Bylaws, the release of the members of our Board of Directors for the activities, transactions and accounts for the year 2020 shall be submitted to the General Assembly for its approval.

6. Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2020 and the distribution date

According to our financial statements, prepared by our Company within the framework of the Turkish Commercial Code and Capital Markets Law and related regulations in compliance with Turkish Financial Reporting Standards and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. covering the accounting period between 01.01.2020 – 31.12.2020; consolidated profit attributable to equity holders of the parent in the amount of 9.272.570.000 TL was made. The dividend payment proposal, drawn up in accordance with the dividend distribution table format provided in the Dividend Communiqué numbered II-19.1 and the Dividend Manual announced in accordance with the said Communiqué, and taking into account the Company's Dividend Distribution Policy, long-term strategy, investment and financing policies, profitability and liquidity, is provided in Appendix 1.

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

The amendments proposed by the Board of Directors for Article 6 related to "Capital" in order to extend the validity period of Company's upper limit of authorized capital for 5 years shall be submitted to the General Assembly for its approval. The proposed amendments and the related Board of Directors decision are set out in Appendix 2. Necessary approvals for the proposed amendments have been received from CMB and the Ministry of Trade on 03.02.2021 and 12.02.2021 respectively.

8. Determining 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

In accordance with CMB regulations, the TCC and Bylaws and the principles governing the election of members of the Board of Directors in the Articles of Association, new members to replace Board members whose terms of office have expired shall accordingly be elected. In addition to that, Independent Members of the Board of Directors shall be elected in compliance with the CMB's Corporate Governance Communiqué No. II-17.1.

According to Article 11 of the Articles of Association, Company's business and management are conducted by a Board of Directors consisting of at least 9 and at most 18 members elected in line with the TCC and CMB regulations. The General Assembly may decide on the renewal of the Board of Directors even if their terms of office have not expired.

One third of the elected Board of Director members shall meet the independence criteria as defined in the CMB's mandatory Corporate Governance Principles.

The Nomination and Remuneration Committee reviewed five candidates for independent board membership (Ms. Anne Lauvergeon, Ms. Emily K. Rafferty, Mr. Dr. Cem M. Kozlu, Mr. Peter Martyr and Mr. Okan Turan), taking into account the candidates' fulfilment of independency criteria, education, previous functions, expertise in senior management and board membership and their possible contributions to our Company's operations. In this respect, the Committee concluded that Mr. Okan Turan lacks the necessary expertise in terms of senior management and board membership and will therefore not be able to contribute effectively to Koç Holding's operations. Therefore, The Board of Directors, upon the proposal of the Nomination and Remuneration Committee, has designated the following candidates as the Independent Members of the Board of Directors: Ms. Anne Lauvergeon, Ms. Emily K. Rafferty, Dr. Cem M. Kozlu and Mr. Peter Martyr.

All the candidates meet all of the independence criteria defined in the CMB's Communiqué, except for the criteria of "qualifying as a Turkish resident under the Income Tax Law" for Anne Lauvergeon, Emily K. Rafferty and Peter Martyr. As it can be seen from the CV's of the candidates, the foreign independent members, with their competency, expertise and knowledge, have been affiliated with important merits and degrees and accordingly contribute substantially to the Company's and Koç Group's vision and progress. In this respect, as three of the independent member candidates are non-residents, as regards to the requirement of Turkish residency of at least half of the independent members which translates as two resident members amongst four independent members for a board of 12 members, an application has been made to CMB for Emily K. Rafferty to be accepted for one year as the third foreign independent member of the Board of Directors.

In its statement dated 05.03.2021, CMB assented this request and granted an exception to Emily K. Rafferty for one year; and accordingly has not given any negative opinion on any of the candidates.

The CVs of the candidates to the Board of Directors and the Declarations of Independence for the independent member candidates who will be presented to the General assembly are provided in Appendix 3.

9. 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 in accordance with the Corporate Governance Principles

According to CMB's mandatory Corporate Governance Principle No. 4.6.2, the principles for the remuneration of Board of Directors' members and senior management shall be made available in writing and included as a separate item on the General Assembly agenda to enable the shareholders to share their opinions on the same. The revised Remuneration Policy prepared in this respect is attached hereto as Appendix 4 for this purpose. Information on the compensation of the members of the Board of Directors and the senior management is available in footnote No. 31 of our financial statements dated 31 December 2020.

10. Determining the annual gross salaries to be paid to the members of the Board of Directors

The annual gross remuneration to be paid to the members of the Board of Directors in 2021 shall be determined by the shareholders as per our revised Remuneration Policy submitted for the approval of the shareholders as per item 9 of the agenda.

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

In accordance with the Turkish Commercial Code and Capital Markets Board regulations, and taking into consideration the opinion of the Audit Committee, the Board of Directors resolved at their meeting on 15 February 2021 to nominate PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit the Company's financial reports for the year 2021 accounting period and to fulfil all other obligations required for the auditors by Turkish Commercial Code and Capital Markets Law and related regulations. This decision shall be submitted to the General Assembly for approval.

12. Approval of the Donations and Sponsorship Policy adopted by the Board of Directors, presentation to the shareholders of the donations made by the Company in 2020, and decision on an upper limit for donations for the year 2021,

Pursuant to Article 6 of the CMB's Communiqué on Dividends No. II-19.1, the limit of donations to be made must be determined by the General Assembly, in cases not specified in the Articles of Association, and information concerning the donations and payments made must be provided to shareholders at the General Assembly. Donations totalling 15.959.971 TL were made to foundations and associations in 2020. Of this amount, 15.434.726 TL was donated to Koç University and the remaining 525.245 TL was donated to various other entities the amounts of which are not deemed to be material for investors. The upper limit of donations to be made in 2021 shall be resolved by the General Assembly. In addition to that, the Donations and Sponsorship Policy which was adopted by the Board of Directors and disclosed on 01.03.2021 will be submitted to the General Assembly for approval in accordance with Corporate Governance Principle 1.3.10.

13. Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2020 and of any benefits or income thereof in accordance with the Capital Markets Board regulations,

Pursuant to Article 12 of the Capital Markets Board Corporate Governance Communiqué No. II-17.1, income or benefits derived by our Company and/or its subsidiaries from collaterals, pledges, mortgages and sureties against third parties must be stipulated in a separate article of the agenda of the General Assembly. This is indicated in footnote No. 34 of our financial statements dated 31 December 2020.

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 2020 pursuant to the Corporate Governance Communique of the Capital Markets Board,

The members of the Board of Directors can do business as stipulated in the first subsection of Articles 395 and 396 of the TCC entitled Competition Ban and Ban on doing Business with the Company and Borrowing from the Company only with the approval of the General Assembly.

Pursuant to the Capital Markets Board mandatory Corporate Governance Principle No. 1.3.6, the General Assembly shall be informed in the event that shareholders having managerial control, board members, senior management and their relatives up to the second degree of blood or affinity engaged in a significant business transaction creating a conflict of interest with the Company or its subsidiaries, competed with the company in the same line of business on their own behalf or on the behalf of others, or was involved in the same business as that of the Company as unlimited partner in another company. Information about said transactions must be included as a separate item on the agenda and recorded into the minutes of the General Assembly.

To fulfil the requirements of these regulations, permission shall be sought from the shareholders at the General Assembly. Some of the shareholders having managerial control, board members, senior management and relatives up to the second degree of blood or affinity are also board members at several Koç Group companies including those with similar operations to our Company. In 2020, there has not been any material transaction which requires notification in accordance with Corporate Governance Principle No. 1.3.6 of the Corporate Governance Communique.

15. Wishes and Observations.

APPENDICES:

APPENDIX 1 - 2020 Dividend Distribution Proposal

APPENDIX 2 – Proposed Amendments to Articles of Association and the Related Board of Directors Decision

APPENDIX 3 - CVs of Board of Directors Candidates and Independence Declarations of Independent Board Member Candidates

APPENDIX 4 - Remuneration Policy for Board of Directors and Executive Management

APPENDIX 1 – 2020 DIVIDEND DISTRIBUTION PROPOSAL

	Koç Holding A.Ş. Profit Distribution Proposal for 2020 (TL)
	1. Paid-in capital	2.535.898.050,00
	2. General legal reserves (as per statutory records)	507.179.610,00
Information concerning preferred shares, if, as per the company Articles of Association, there are any privileges for preferred shares in distribution of dividend:No
		As per Capital Markets Board	As per Statutory Records
	3. Profit for the period	13.839.802.000,00	2.962.181.246,28
	4. Taxes (-)	1.206.505.000,00	90.364.144,71
	5. Net profit (=)	9.272.570.000,00	2.871.817.101,57
	6. Prior years' losses (-)	0,00	0,00
	7. Legal reserve fund (-)	0,00	0,00
	8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=)	9.272.570.000,00	2.871.817.101,57
	Dividend Advance Distributed (-)	0,00	0,00
	Dividend Advance Less Net Distributable Current Period Profit	9.272.570.000,00	2.871.817.101,57
	9. Grants made during the year (+)	15.959.971,00	0,00
	10. Net distributable profit including grants	9.288.529.971,00	2.871.817.101,57
	First category dividend to shareholders	0,00	0,00
11.	- Cash	464.426.498,55	126.794.902,50
	- Shares	0,00	0,00
	- Total	464.426.498,55	126.794.902,50
	12. Dividends distributed to preferred shareholders	0,00	0,00
	13. Other dividends distributed	12.000.000,00	12.000.000,00
	- Members of the Board of Directors	0,00	0,00
	- Employees (Koç Holding Pension and Assistance Foundation)	12.000.000,00	12.000.000,00
	- Non-shareholders	0,00	0,00
	14. Dividends distributed to holders of usufruct right certificates	274.373.252,93	274.373.252,93
	15. Second category dividend to shareholders	1.019.073.860,70	1.356.705.456,75
	16. Legal reserve fund	0,00	0,00
	17. Status reserves	0,00	0,00
	18. Special reserves	0,00	0,00
	19. EXTRAORDINARY RESERVES	7.502.696.387,82	1.101.943.489,39
	Other sources planned for distribution	0,00	0,00
	- Prior years' income	0,00	0,00
20.	- Extraordinary reserves	0,00	0,00
	- Other distributable reserves as per the legislation and Articles of Association	0,00	0,00
Koç Holding A.Ş. Information on Dividend per Share for 2020
	GROUP	TOTAL DIVIDEND AMOUNT		TOTAL DIVIDENDAMOUNT / NETDISTRIBUTABLEPROFIT FOR THEPERIOD	DIVIDEND PER SHARE FOR 1TL NOMINAL VALUE
		CASH (TL)	SHARES (TL)	RATIO (%)	AMOUNT (TL) SHARE (%)
	A	397.082.452,05	0,00	4,28	0,58500	58,50000
NET	B	964.134.560,04	0,00	10,40	0,49725	49,72500
	TOTAL	1.361.217.012,09	0,00	14,68
(**) No witholding tax is calculated for all of Group A shareholders and some of Group B shareholders who are known as full fledged legal entity tax payers. The calculations have been based on the assumption thatother B Group shareholders are subject to withholding tax.

APPENDIX 2 - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND THE RELATED BOARD OF DIRECTORS DECISION

The Board of Directors, in its meeting on 26 January 2021 resolved to obtain the necessary approvals from the Capital Markets Board and the Ministry of Trade for the amendment of Article 6 "Capital" of the Company's Articles of Association in order to extend the validity period of Company's upper limit of authorized capital for 5 years and to submit the amendments to the approval of the shareholders at the first General Assembly.

The amendments to the Articles of Association were approved by Capital Markets Board on 03.02.2021 and by the Ministry of Trade 12.02.2021.

CURRENT TEXT	NEW TEXT
Article 6: CAPITAL	Article 6: CAPITAL
The Company has accepted the authorized capital	The Company has accepted the authorized capital
system according to the provisions of the annuled Law	system according to the provisions of the annuled Law
no. 2499, and has shifted to authorized capital system	no. 2499, and has shifted to authorized capital system
with the authorization no. 219, dated 13.7.1984, of the	with the authorization no. 219, dated 13.7.1984, of the
Capital Markets Board.	Capital Markets Board.
The authorized capital limit of the Company is TL5,000,000,000 (five billion Turkish Lira), divided into500,000,000,000 (five hundredbillion) registeredshares each with a nominal value of 1 (One) Kuruş.	The authorized capital limit of the Company is TL5,000,000,000 (five billion Turkish Lira), divided into500,000,000,000 (five hundred billion) registeredshares each with a nominal value of 1 (One) Kuruş.
The authorized capital limit granted by the Capital	The authorized capital limit granted by the Capital
Markets Board is valid for five years between 2017 and	Markets Board is valid for five years between 2021
2021. Even if the authorized capital limit permitted as	and 2025. Even if the authorized capital limit permitted
above has not been reached as of the end of 2021, the	as above has not been reached as of the end of 2025,
Board of Directors must, to be able to take a capital	the Board of Directors must, to be able to take a capital
increase decision after 2021, obtain the authorization	increase decision after 2025, obtain the authorization
of the General Assembly of Shareholders for a new	of the General Assembly of Shareholders for a new
term of up to 5 years, with a prior authorization of the	term of up to 5 years, with a prior authorization of the
Capital Markets Board for the previous upper limit or	Capital Markets Board for the previous upper limit or
for a new upper limit amount. In the absence of such	for a new upper limit amount. In the absence of such
authorization the Company will not be able to make a	authorization the Company will not be able to make a
capital increase by a Board resolution.	capital increase by a Board resolution.
The	The
issued	issued
capital	capital
of	of
the	the
Company	Company
is	is
TL	TL
2,535,898,050 (two billion five hundred and thirty-five	2,535,898,050 (two billion five hundred and thirty-five
million eight hundred and ninety-eight thousand and	million eight hundred and ninety-eight thousand and
fifty Turkish Lira), divided into 67,877,342,230 Group	fifty Turkish Lira), divided into 67,877,342,230 Group
"A" and 185,712,462,770 Group "B" registered shares	"A" and 185,712,462,770 Group "B" registered shares
each with a nominal value of 1 (One) Kuruş.	each with a nominal value of 1 (One) Kuruş.
The	The
issued	issued
capital	capital
of	of
the	the
Company	Company
of	of
TL	TL
2,535,898,050 (two billion five hundred and thirty-five	2,535,898,050 (two billion five hundred and thirty-five
million eight hundred and ninety-eight thousand and	million eight hundred and ninety-eight thousand and
fifty Turkish Lira) has been fully paid free of any	fifty Turkish Lira) has been fully paid free of any
collusion.	collusion.

All of Group "A" and Group "B" shares of the Company are registered shares. The shares representing the share capital of the Company are dematerialized in accordance with the dematerialization principles.

The capital of the Company may be reduced or increased if and when required, within the frame of provisions of the Turkish Commercial Code and Capital Markets laws and regulations.

The Board of Directors is authorized to decide to increase the issued capital by issuing new shares up to the upper limit of the authorized capital if and when deemed necessary in accordance with the applicable provisions of the Capital Markets Law, to restrict the rights of the holders of preferential shares, to limit the rights of option of shareholders on newly issued shares, and to issue shares above (with premium) or below the nominal value per share. The power to restrict the preemptive rights on newly issued shares cannot be used in a manner that would cause inequality between shareholders. The pre-emptive rights of shareholders on newly issued shares may be restricted in one or several capital increases; provided, however that, the total sum of capital increases restricting the pre-emptive rights on newly issued shares within the authorization period of 5 (five) years cannot exceed 10% of the issued capital.

In any case, the Board of Directors will issue new Group "A" and Group "B" shares pro rata to the existing shares held by the Group A and Group B shareholders respectively as of the time of capital increase. Shareholders participate in capital increases by subscribing for the shares to be issued in the same group as their existing shares, along with the privileges attached to the related group. Provided, however, the pre-emptive rights not used in Group B will pass to Group A shareholders. Group A Shareholders may use such pre-emptive rights in accordance with the regulations of the Capital Markets Board. Those who subscribe for shares to be issued with a premium in the related capital increase shall be obliged to separately pay to the Company, pursuant to article 519 of the Turkish Commercial Code, the premiums to be determined in addition to the nominal value of shares as of the date of issue.

All of Group "A" and Group "B" shares of the Company are registered shares. The shares representing the share capital of the Company are dematerialized in accordance with the dematerialization principles.

The capital of the Company may be reduced or increased if and when required, within the frame of provisions of the Turkish Commercial Code and Capital Markets laws and regulations.

The Board of Directors is authorized to decide to increase the issued capital by issuing new shares up to the upper limit of the authorized capital if and when deemed necessary in accordance with the applicable provisions of the Capital Markets Law, to restrict the rights of the holders of preferential shares, to limit the rights of option of shareholders on newly issued shares, and to issue shares above (with premium) or below the nominal value per share. The power to restrict the preemptive rights on newly issued shares cannot be used in a manner that would cause inequality between shareholders. The pre-emptive rights of shareholders on newly issued shares may be restricted in one or several capital increases; provided, however that, the total sum of capital increases restricting the pre-emptive rights on newly issued shares within the authorization period of 5 (five) years cannot exceed 10% of the issued capital.

In any case, the Board of Directors will issue new Group "A" and Group "B" shares pro rata to the existing shares held by the Group A and Group B shareholders respectively as of the time of capital increase. Shareholders participate in capital increases by subscribing for the shares to be issued in the same group as their existing shares, along with the privileges attached to the related group. Provided, however, the pre-emptive rights not used in Group B will pass to Group A shareholders. Group A Shareholders may use such pre-emptive rights in accordance with the regulations of the Capital Markets Board. Those who subscribe for shares to be issued with a premium in the related capital increase shall be obliged to separately pay to the Company, pursuant to article 519 of the Turkish Commercial Code, the premiums to be determined in addition to the nominal value of shares as of the date of issue.

APPENDIX 3 - CVs OF BOARD OF DIRECTORS CANDIDATES AND INDEPENDENCE DECLARATIONS OF INDEPENDENT MEMBER CANDIDATES

Rahmi M. Koç

A graduate of Johns Hopkins University in Business Administration, he joined the Koç Group in 1958 at Otokoç Ankara. He became Chairman of the Management Committee in 1980 and was named Chairman of the Board of Directors of Koç Holding in 1984, a post he held until 2003 when he became the Honorary Chairman. Apart from Koç Holding, he also serves as a Member / Chairman of the Board of Directors of other Koç Group companies. In addition, Rahmi M. Koç is or has been affiliated with social and professional organizations including:

• The Metropolitan Museum of Art, New York City, Honorary Trustee
• Co-Chairman of the Business Advisory Council for South East Europe (BAC SEE)
• Vice Chairman of the Board of Trustees of Vehbi Koç Foundation
• Honorary Chairman of the Board of Trustees of Koç University
• Founder and Chairman of the Board of Directors of the Rahmi M. Koç Museum and Cultural Foundation
• Chairman of the Board of Directors of the Vehbi Koç Foundation American Hospital
• Honorary Chairman and Founding Member of TURMEPA, The Turkish Marine and Environment Protection Association
• Honorary Chairman of the Advisory Board of the Turkish Industrial and Business Association (TÜS‹AD)
• Member of the Advisory Board of the Turkish Employers Association
• Founding Chairman of the Global Relations Forum
• Former President of the International Chamber of Commerce (1.1.1995-31.12.1996)
• Former President of the Turkish Greek Business Council (1992-1999)
• Former Member of the Allianz Aktiengesellschaft International Advisory Board
• Former Member of the JP Morgan International Council
• Former Member of the International Advisory Board of the US Council on Foreign Relations

Rahmi M. Koç has been awarded with the following merits and degrees:

• "Honorary Doctorate" degrees by Johns Hopkins University (Baltimore-Maryland), Eskişehir Anadolu University, Izmir Ege University, Ankara Bilkent University, Ovidius University of Constanza and Aydın Adnan Menderes University
• "Outstanding Service Award" by the President of the Turkish Republic
• German Government's "Grosses Verdienst Kreutz"
• "Order of High Merit of the Italian Republic"
• "Order of Merit of the Austrian Government"
• "(Honorary) Commander of the Most Excellent Order of the British Empire (CBE)"
• "Officier dans l'Ordre National de la Légion d'Honneur", the highest medal awarded by the French government
• "Responsible Capitalism Lifetime Achievement Award" from FIRST, a leading multidisciplinary international affairs organization
• The medal of Foreign Policy Association (FPA), globally recognized think-tank with its 100-year history
• "Hadrian Award" by the World Monuments Fund to the Koç Family
• "Carnegie Medal of Philanthropy" (New York) to the Koç Family
• "BNP Paribas Philanthropy Award" (Paris) to the Koç Family
• "Iris Foundation Award" from BARD Graduate Center to the Koç Family (April 2012)

Ömer M. Koç

He received his B.A. degree from Columbia University in 1985. He worked at Kofisa Trading for one year and completed his MBA at Columbia University in 1989. After working at Ramerica International Inc., he joined the Koç Group in 1990. He held various senior positions at Koç Holding including Finance Coordinator, Vice President and President of the Energy Group. He became Member of the Board of Directors in 2004 and Vice Chairman in May 2008. In February 2016, he was appointed as the Chairman of the Board of Directors of Koç Holding. He serves as the Vice President of TÜSİAD High Advisory Council, Chairman of Tofaş, Tüpraş and Yapı Kredi Kültür Sanat Yayıncılık Board of Directors and Member of the Board of Directors at other Koç Group companies. He is also the Chairman of Turkish Educational Foundation Board of Trustees and Chairman of the Board of Directors of Geyre Foundation.

Ali Y. Koç

He received his bachelor's degree from the Management Faculty of Rice University and MBA from Harvard Business School. He started his career at American Express Bank as a Management Trainee and continued as an Investment Analyst at Morgan Stanley Investment Bank. Ali Y. Koç joined Koç Holding in 1997 and held senior-level positions until 2010 including new business development and information Technologies as well as President of Corporate Communications and IT Group. After serving as Member of the Board of Directors at Koç Holding for over 8 years, he was elected as Vice Chairman in February 2016. Since April 2016, Ali Y. Koç also serves as Chairman of the Board of Directors of Koç Financial Services, Yapı Kredi Bank, Ford Otosan, Otokar as well as several other Koç Group companies. In addition to being Chairman and Vice Chairman at Turkey's largest companies and financial institutions, Ali Y. Koç also contributes to the country's social and economic development and currently is the President of Fenerbahçe Sports Club and Member of the Board of Directors of the National Competition Research Association (URAK) and Endeavor Turkey.He is also a Member of the Global Advisory Council of Harvard University, Bank of America and Council on Foreign Relations and a Member of the Panel of Senior Advisers at Chatham House. He represents Turkey at the CBI - Confederation of British Industry.

Semahat S. Arsel

She began her career in 1964 as a Member of the Board of Directors of Koç Holding, a position she continues to hold. In addition, she is Chairman of the Board of Directors of Vehbi Koç Foundation and the Divan Group, President of the Semahat S. Arsel Nursing Education and Research Center and Founder of the Koç University School of Nursing. She also serves as Member of the Board of Directors of other Koç Group companies as well as Member of the Board of Trustees of the Educational Volunteers Foundation of Turkey (TEGV). Semahat Arsel has received an "Honorary Doctorate" degree from Istanbul University.

Caroline N. Koç

After graduating from high school at Switzerland's St. George's School, Ms. Koç went on to receive a Bachelor's degree in Business Administration from Babson College, USA. She is fluent in English, Turkish, French, Italian and Swedish. Ms. Koç started her professional career in 1992 at Edwards of Hisar, where she acted as the managing director until 1998. Subsequently, she founded "İlkadım Play and Education Center for Kids" in 1998. She was the acting manager of the Center until 2003. She founded "Haremlique Istanbul" in 20018 and "Selamlique Turkish Coffee" in 2009 and is currently the Chairwoman of the Board of Directors of both companies. In addition, she is a Member of the Board of Directors of several Koç Group companies. She is a Member of the Board of Directors of Tohum Autism Foundation, a Founding Member of Tina Foundation as well as the Contemporary Education Foundation. She has been a Member of Koç Holding Board of Directors since 2016.

İpek Kıraç

She graduated from Koç Private High School in 2002 and from Brown University Department of Biology in 2007. Since March 2012, she has been Board of Directors Chairwoman and CEO of Sirena Marine Maritime Industry and Trade Inc.; a subsidiary of Kıraça Holding. Besides being a Founding Member of the Suna and İnan Kıraç Foundation, İpek Kıraç continues to work as a Board of Directors Chairwoman for Koç School, Board of Directors Member for Vehbi Koç Foundation, Temel Trade and Investment Inc., Moment Health Services Trade Inc., Zer Central Services Inc., Arçelik Marketing Inc., TEGV (Educational Volunteers Foundation of Turkey), Setur Service Touristic Inc. and Board of Trustees Member of TEGV (Educational Volunteers Foundation of Turkey), GEV (Galatasaray Education Foundation) and Koç University. She has been a Member of Koç Holding Board of Directors since 2016.

Levent Çakıroğlu

Levent Çakıroğlu graduated from Ankara University Faculty of Political Sciences, Business Administration Department and received his master's degree from University of Illinois. He started his career as an Assistant Auditor at the Ministry of Finance in 1988, where he worked as a Senior Auditor between 1991 and 1997. He was appointed as Assistant Manager of Financial Crimes Investigation Board between 1997 and 1998, meanwhile he taught as a Part Time Instructor at Bilkent University. Çakıroğlu, joined Koç Group in 1998 as Koç Holding Financial Group Coordinator. He was the General Manager of Koçtaş between 2002 and 2007 and the CEO of Migros between 2007 and 2008. He was assigned as the CEO of Arçelik in 2008 and also became President of the Durable Goods Group of Koç Holding in April 2010. Çakıroğlu has been appointed as the CEO of Koç Holding in April 2015. He currently serves as the CEO and has also been Member of the Board of Directors of Koç Holding since April 2016. Levent Çakıroğlu is also Chairman of the Board of Directors of Arçelik- LG and TürkTraktör, the Vice Chairman of Yapı Kredi Bank and Otokar and Member of the Board of Directors at various Koç Holding companies.

Jacques Albert Nasser

Following a 33-year global career with Ford Motor Company, Jacques Albert Nasser served as a Member of its Board of Directors, President and Chief Executive Officer. He was most recently the Board Chairman of BHP Billiton and has served as a Member on the Board of Directors of 21st Century Fox, Brambles Industries and British Sky Broadcasting. From 2002-2019, he was also a Partner or Advisor of One Equity Partners, the private equity arm of JPMorgan. Nasser is presently on the Board of Directors of Fox Corporation. Nasser graduated in Business from RMIT University in Melbourne, Australia, and received a Doctorate of Technology honoris causa. In recognition of his work for industry, the community and as an advisor to government, he has received various awards in Australia, Lebanon and the United States. Jacques Albert Nasser has been a Member of Koç Holding Board of Directors since 2015

Anne Lauvergeon (Independent Board Member Candidate)

Anne Lauvergeon is a graduate of the Ecole Normale Supérieure and the French National School of Mining Engineer. She holds an advanced degree in Physics and Chemistry. She started her professional career in 1983, in the iron and steel industry (Usinor). In 1984, she directed the European nuclear safety studies applied to the chemical industry for CEA (Commissariat à l'Energie Atomique, the public technological research organization in France). From 1985 to 1988, she supervised the underground activities in and around Paris and was appointed Deputy Director of the General Mining Council in 1988. From 1990 to 1995, she worked for the French President's office, in charge of international economy and foreign trade missions and Deputy Chief of Staff in 1991. At the same time, she became Personal Representative to the French President, in charge of the G7/G8 Summits. In 1995, she became Managing Director and Partner of Lazard Frères (New York, Paris). In March 1997, she joined Alcatel Telecom as Senior Executive Vice President and was appointed Member of the Executive Committee in 1998. She was in charge of the international network and the Group's interests in energy, defense, transportation and nuclear fields. From July 2001 to June 2011, after its creation, she was Chief Executive Officer of AREVA. From June 1999 to June 2011, she was Chairman of the Board of Directors and Chief Executive Officer of COGEMA (now AREVA NC). From 2013 to 2018, she was Chairman of Innovation 2030 National Committee. Since 2011, Anne Lauvergeon is Founder and CEO of A.L.P, an advisory and investment company. Since 2014, she is Chairman of the Board of Directors of Sigfox, the world leading IoT operator. In 2018, she is appointed Co-Chairman of the Innovation Committee of the MEDEF (Mouvement des Entreprises de France). Anne Lauvergeon is a Board Member of American Express, Suez and Avril. She has been a Member of Koç Holding Board of Directors since 2016.

Emily K. Rafferty (Independent Board Member Candidate)

Emily K. Rafferty, President Emerita of The Metropolitan Museum of Art, served for 40 years at the Museum: as chief of institutional advancement, Senior Vice President of External Affairs, and as President from 2005 to 2015. As President, she was the Museum's chief administrative officer, supervising a staff of 2,000 full- and part-time employees and volunteers. Ms. Rafferty's global experience took her to more than 50 countries as she worked with government and private sector officials on initiatives involving funding, marketing, international art loans, legislative affairs, and

cultural issues. Ms. Rafferty served as a Board Member of the New York Federal Reserve Bank (2011-2017; Chair, 2012-2016); as Chair of NYC & Company, the city's official tourism and marketing organization, from 2008 to 2020, where she continues to serve on the Executive Committee; and as a UNESCO Senior Adviser for Heritage Protection and Conservation (2015-2017). She is a Board Member of the National September 11 Memorial & Museum (2005 present; Vice Chairman, 2019-present), Carnegie Hall (October 2018-present), Civitella Ranieri's Artist Residency Program (2018-present), the Hispanic Society Library & Museum (2019-present), and the Association of Art Museum Curators (2019-present). She also serves as a Board Member of PJT Partners (2015-present). An Advisory Board Member of the Bipartisan Congressional Commission for the feasibility of an American Museum of Women's History in Washington, D.C. (May 2015-December 2016), she continues to serve as an advisor to the project, which received Congressional approval to proceed as part of the Smithsonian in December 2020. As principal of Emily K. Rafferty & Associates, she currently consults for several organizations, including Russell Reynolds Associates, serving as a Senior Advisor to the Firm in the Non-Profit Sector and independent clients. She is a member of the Advisory Council of the American University of Beirut and a member of the Advisory Board of The European Fine Arts Fair (TEFAF). She served as a Hauser Leader at Harvard Kennedy School's Center for Public Leadership (Fall 2019). A Member of the Council on Foreign Relations, she also lectures widely on topics relating to non-profit and board governance, fundraising and cultural heritage. The recipient of many awards and honors, Ms. Rafferty was named by Crain's New York Business one of New York City's 100 most influential women from over a five-year period, and in Fall 2015 she was elected to its Hall of Fame. She is a recipient of New York University's Lewis Rudin Award for Exemplary Service to New York City (2012), a Lifetime Achievement Award from the 9/11 Memorial and Museum, and was recognized as a Living Landmark by the New York Landmarks Conservancy as a Living Landmark (2019). She has been a Member of Koç Holding Board of Directors since 2018.

Dr. Cem M. Kozlu (Independent Board Member Candidate)

Dr. Cem Kozlu received his bachelor's degree from Denison University, MBA from Stanford University and PhD from Boğaziçi University. Dr. Kozlu held executive positions at NCR in the US, Procter&Gamble in Switzerland and was the General Manager in Komili for 12 years. He was appointed as the General Manager and Chairman of the Board of Directors of Turkish Airlines in 1988 and held these positions until 1991. He also served as the Chairman of the Association of European Airlines (AEA) in 1990. Cem Kozlu remained in public service as a member of the Turkish Parliament from 1991 to 1995 and as the Chairman of the THY Board of Directors from 1997 to 2003. Dr. Kozlu has held different positions in The Coca Cola Company since 1996. Before retiring in 2006, he was the Group President responsible for 51 countries in the Vienna-based Central Europe, Eurasia and Middle East Group and served as a consultant in The Coca-Cola Company Eurasia & Africa Group between 2007 and 2015. Currently, Cem Kozlu serves as a member of the Board of Directors of İstanbul-based Coca-Cola İçecek, Efes Biracılık ve Malt Sanayii, Kamil Yazıcı Yönetim ve Danışmanlık, Pegasus Airlines (independent member), Şişecam A.Ş. (independent member) and Viennabased DO & CO Aktiengesellschaft. He is also member of the Board of Trustees of Muhtar-Defne Kent Foundation, Boğaziçi Univesity Foundation and İstanbul Modern Sanatlar Vakfı (İstanbul Modern Arts Foundation). He is also the Chairman of the Board of Directors of Global Relations Forum. Dr. Kozlu, who served as a lecturer at Boğaziçi and Denison universities at different times, has published 9 books, numerous articles and produced a TV series on leadership. He has been a Member of Koç Holding Board of Directors since 2019.

Peter Martyr (Independent Board Member Candidate)

Peter Marty is the Former Global Chief Executive Officer (CEO) of Norton Rose Fulbright, a major global law firm. He obtained his Law Society Part 2 Professional Qualification from College of Law and received his LLB (Hons) from University College Cardiff, University of Wales. He started his career in 1979 in NRF as a solicitor; where he became a partner, a managing partner, CEO and Global CEO between 2013 and 2020. He merged Norton Rose with US law firm Fulbright & Jaworski to create Norton Rose Fulbright. As Global CEO, he has been responsible for setting and driving the global strategic direction of the firm. He also completed mergers in Australia and Canada in 2016; in USA in 2017. He introduced a number of new global business lines, particularly Risk Advisory (focusing on cyber, ESG, sustainability, regulation and financial services) and NRF Transform, a global change and innovation program, designed to create more efficient legal solutions for clients. He also established Global Diversity and Inclusion Advisory Council, responsible for driving diversity and inclusion targets and initiatives across the global firm. He is an experienced advisor to boards and management committees on global strategy, governance and enterprise risk management issues. He has significant experience of global strategy development and implementation, creating innovative culture and change management programs. At NRF, he undertook multiple professional firm cross-border mergers and integration programs and has been responsible for development of Executive Committee, Board governance and risk management functions. He has been awarded amongst the "Top 50 innovator over last 50 years" by American Lawyer in 2013, and "Top 10 Business People" by The Times in 2012 and "Honorary CEO Catalyst CEO Champion for Change" in 2020 and is the recipient of a number of law firm management awards.

DECLARATIONS OF INDEPENDENCE OF INDEPENDENT MEMBER CANDIDATES

DECLARATION OF INDEPENDENCY

I hereby declare that I am a candidate for independent board membership at the Board of Directors of Koç Holding A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board's ("CMB") Communique on Corporate Governance, except for the criteria of "qualifying as a Turkish resident under the Income Tax Law". In that regard I also confirm that;

• a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
• b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,
• c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
• d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,
• e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
• f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
• g) I have not been on the board of the Company for more than six years within last ten years,
• h) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
• i) I am not registered in the name of any legal entity elected as a board member.

(signature)

Anne Lauvergeon

DECLERATION OF INDEPENDENCY

I hereby declare that I am a candidate for independent board membership at the Board of Directors of Koç Holding A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board's ("CMB") Communique on Corporate Governance, except for the criteria of "qualifying as a Turkish resident under the Income Tax Law". In that regard I also confirm that;

• a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
• b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,
• c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
• d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,
• e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
• f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
• g) I have not been on the board of the Company for more than six years within last ten years,
• h) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
• i) I am not registered in the name of any legal entity elected as a board member.

(signature)

Emily K. Rafferty

DECLERATION OF INDEPENDENCY

I hereby declare that I am a candidate for independent board membership at the Board of Directors of Koç Holding A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board's ("CMB") Communique on Corporate Governance. In that regard I also confirm that;

• a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
• b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,
• c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
• ç) I am deemed to be resident in Turkey according to Revenue Tax Law No.193 dated 31.12.1960
• d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,
• e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
• f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
• g) I have not been on the board of the Company for more than six years within last ten years,
• ğ) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
• h) I am not registered in the name of any legal entity elected as a board member.

(signature)

Dr. Cem M. Kozlu

DECLERATION OF INDEPENDENCY

I hereby declare that I am a candidate for independent board membership at the Board of Directors of Koç Holding A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board's ("CMB") Communique on Corporate Governance, except for the criteria of "qualifying as a Turkish resident under the Income Tax Law". In that regard I also confirm that;

• a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
• b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,
• c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
• d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,
• e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
• f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
• g) I have not been on the board of the Company for more than six years within last ten years,
• h) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
• i) I am not registered in the name of any legal entity elected as a board member.

(signature)

Peter Martyr

APPENDIX 4 - REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

This policy determines the remuneration system for the Board of Directors and key executives within the scope of the definition of persons discharging managerial responsibilities under Capital Markets Board regulations.

A fixed remuneration is determined for all members of the Board at the Annual General Meeting of the Company.

Executive members of the Board are compensated in accordance with the policy established for senior executives, as outlined below.

In addition to the fixed remuneration that is determined by the Board of Directors, additional payment can be granted to the Board members who have been assigned specific duties to support the activities of the Company, the amount of which is to be determined in consultation with the Nomination and Remuneration Committee.

To the chairman and members of the Executive Committee of the Board which supports the Board in the proper management of the Company in all respects, additional compensation to the fixed remuneration that is determined by the Board of Directors can be granted in consultation with the Nomination and Remuneration Committee by taking into account such Committee Members' contributions, attendance at the meetings, functions, and the like. Payments made thereof to Executive Committee members during the year are to be deducted from the amount determined at the end of the year.

In respect of remuneration of the Independent Members of the Board of Directors, a payment plan based on the performance of the Company may not be used.

Pro rata payment is made to the members of the Board of Directors by taking into account the time they carried out their duty between the date of appointment and the date of resignation. Expenses incurred by the members of the Board of Directors on account of making contributions to the Company (e.g. transportation, telephone, insurance) can be paid by the Company.

The remuneration of senior executives consists of two components, which are fixed and performance based.

Fixed salaries of executives are determined in accordance with international standards and legal obligations by taking into account the prevailing macroeconomic data in the market, the salary policies prevailing in the market, the size and long-term targets of the Company and the positions of the persons.

Bonuses for executives are calculated according to the bonus base, the performance of the Company and the individual performance. A summary of the criteria is as follows:

work volume of the executives' positions. When updating the bonus bases, senior management bonus policies in the market are taken into account.

measuring the financial and operational targets (i.e. market share, exports, overseas operations, productivity) assigned to the Company at the beginning of each year. In determination of the Company's targets, the sustainability of success and the degree to which it incorporates improvements over previous years are the principles taken into account.

collective objectives and key results determined by senior executives together with their teams and executives are taken into account. In the measurement of individual performance, the principle of achieving long-term sustainable improvement in areas apart from the financial dimension is observed.

Severance payments may be granted to the key executives by taking into account total term of service, term of service as an executive, as well as contributions made to the Company, the recent bonus base, and the salaries and bonuses paid in the last year of service.

Total amounts determined by the above principles and paid to the members of the Board of Directors during the year are submitted for shareholder approval at the next General Meeting.