Koç Holding A.Ş.


Date : 16.12.2014
From : Koç Holding A.Ş. Investor Relations
Tel : +90 216 531 0535, e-mail : investorrelations@koc.com.tr
Subject : Purchase of AES Entek Elektrik Üretimi A.Ş. shares

Date of Decision of the Board of Directors for

Acquisition of Shares

13.10.2014

Name of the Financial Fixed Asset Acquired

AES Entek Elektrik Üretimi A.Ş.

Fields of Business of the Financial Fixed Asset Acquired

Electricity generation

Capital of the Financial Fixed Asset Acquired

TL 538.500.000

Method of Acquisition of the Financial Fixed Asset

Acquisition of Shares

Date the Transaction is/will be Completed

The transfer of the shares will be

completed by December 22, 2014.

Conditions of Acquisition

To be paid in cash

Nominal Value of Shares Acquired

TL 133.594.282

Purchase Price Per Share

for each share with 1 TL nominal value,

app. USD 0.4678

Total Amount

USD 62.500.000

Ratio of Acquired Shares to Total Capital of the

Financial Fixed Asset (%)

24.81%

Percentage of Shares of the Financial Fixed Asset After

the Acquisition (%)

99,24% (direct and indirect including

the shares to be bought by our

subsidiary Aygaz A.Ş.)

Ratio of Voting Rights Held After the Acquisition to

Total Voting Rights in the Financial Fixed Asset (%)

99,24% (direct and indirect including

the shares to be bought by our

subsidiary Aygaz A.Ş.)

Ratio of the Acquired Financial Fixed Asset to Total

Assets of Company Shown in the Recent Financial

Statements Disclosed to Public (%)

0.22%

Impact on Activities of the Company

Full control of AES Entek's operations

will be achieved

Whether Call Obligation has Arisen or Not

No

If Call Obligation has Arisen, Whether an Exemption

Application Will be Made or Not

No

Name / Position of Seller / Transferor

AES Mont Blanc Holdings B.V.

Nature of Relations of the Company with the Seller /

Transferor

Joint venturer at AES Entek Elektrik

Üretimi A.Ş.

Method of Determination of Value of the Financial

Fixed Asset

Value agreed upon by the parties

Whether a Valuation Report is Issued or Not

None

If a Valuation Report is not Issued, the Cause Thereof

Not required

Amount Calculated as a Result of Valuation Report

-

If the Transaction is not / will not be Realized in

Accordance With the Results of Valuation Report, the

Cause Thereof

-

Koç Holding Investor Relations 1 / 2

Koç Holding A.Ş.


Approval from Energy Market Regulatory Board and necessary legal permission have been obtained regarding the purchase of shares amounting to %24.81 of our joint venture AES Entek Elektrik Üretimi A.Ş. ("AES Entek") with a nominal value of 133,594,282 TL by Koç Holding for a consideration of 62.500.000 USD and the purchase of shares of our joint venture AES Entek with a nominal value of
133,594,282 TL by our subsidiary Aygaz A.Ş. for a consideration of 62.500.000 USD from AES Mont
Blanc Holdings B.V. The transfer of shares will be completed by December 22, 2014.

We hereby declare that our above statement is in conformity with the principles included in the Capital Market Board's Material Disclosures Communiqué, that it exactly reflects the entire information we received; that the information complies with our records, books and documents; that we have endeavored to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.

Koç Holding Investor Relations 2 / 2

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