KOÇ HOLDİNG A.Ş. — M&A Activity 2022

Apr 29, 2022

Summary Info	CMB application regarding the resolution on transfer of Entek shares to Tüpraş through a partial demerger transaction
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	AYGAZ, TUPRS

Board Decision Date	25.04.2022
Demerger Model	Partial demerger through associate model
Company/Companies That Assets be Transferred Due to Demerger	Türkiye Petrol Rafinerileri A.Ş. (Tüpraş)
Scope of Activities of Company/Companies That Assets be Transferred Due to Demerger	Refinery and energy production
Capital Increase of Company That Assets be Transferred Due to Demerger	12.418.655
Will Be Applied to Stock Exchange For Listing of Company That Assets be Transferred Due to Demerger?	No
Currency Unit	TRY
Date Of Financial Statements Base To Demerger	31.12.2021
Paid-in Capital (TL)	2.535.898.050
Target Capital (TL)	2.535.898.050

Share Group Info	Paid-in Capital (TL)	Share Exchange Rate	Capital To Be Decreased Due To Demerger (TL)	Capital To Be Decreased Due To Demerger (%)	Amount Of Bonus Issue From Internal Resources Due to Demerger (TL)	Rate Of Bonus Issue From Internal Resources Due to Demerger(%)	New Shares'' ISIN	Amount of Shares Issued Due To Demerger
A Grubu, İşlem Görmüyor, TREKCHL00022	678.773.422,299
B Grubu, KCHOL, TRAKCHOL91Q8	1.857.124.627,701

Capital Market Board Application Date Regarding Demerger	29.04.2022

Additional Explanations

As publicly disclosed on 25.04.2022; based on the review of structuring alternatives regarding Koç Group's energy companies in line with their strategic goals, it has been resolved to transfer Entek Elektrik Üretim A.Ş. ("Entek") shares corresponding to 49.62% of the registered Entek capital in our company's assets, to Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş") through a partial demerger transaction through the associates model. Simultaneously, the Entek shares registered in the assets of our subsidiary Aygaz A.Ş. ("Aygaz") will be transferred by Aygaz to Tüpraş through a partial demerger transaction through the model of share transfer to its shareholders.

Accordingly, the application has been made to the Capital Markets Board for the approval of the Announcement Text (attached in Turkish) prepared by Koç Holding, Aygaz and Tüpraş.

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.

Documents Regarding Demerger

Appendix: 1	Duyuru Metni 3.pdf - Announcement Text