Koc : Agreement for Share Sale

Koç Holding A.Ş.

Date : 25 May 2017

From : Koç Holding A.Ş. Investor Relations Tel : +90 216 531 0535 or 0533

e-mail : investorrelations@koc.com.tr

Subject : Agreement for Share Sale

An agreement with Citigroup Global Markets Limited has been signed for the sale of 4.22% of Koç Holding shares (with a nominal value of TL 107 million) from some of the Koç family members (Mustafa Rahmi Koç, Suna Kıraç, Mehmet Ömer Koç, Yıldırım Ali Koç and successors of Mustafa Vehbi Koç (Caroline Nicole Koç)) amounting to 15.42% in total via an accelerated book building to international institutional investors. Following the transaction, it is expected that these family member will directly hold 11.67% of Koç Holding shares. Accordingly, Koç Family and companies controlled by Koç Family members will hold 64.76% of Koç Holding shares and the free float rate will increase to 26.46%.

The sale will be executed off the exchange. The price will be announced to the public following the accelerated book building process. With customary exceptions, the agreement includes our commitment not to sell any further Koç Holding shares in the period from the signing date of the agreement until 180 days after the settlement date.

Under the agreement, ordinary shares with the nominal values of TL 35.5 million (%1.40), TL 35.5 million (%1.40), TL 12 million (%0.47), TL 12 million (%0.47) and TL 12 million (%0.47) are expected to be sold respectively by Mustafa Rahmi Koç, Suna Kıraç, Mehmet Ömer Koç, Yıldırım Ali Koç and the successors of Mustafa Vehbi Koç, bringing their respective direct holdings to TL 76.8 million (3.03%),TL 91.8 million (3.62%), TL 18.6 million TL (0.74%), TL 35.2 million TL (1.39%), 73.5 million TL (2.90%) following the sale.

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.

We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures.

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