Koç Holding A.Ş.

Date : 3 March 2017

From : Koç Holding A.Ş. Investor Relations

Tel : +90 216 531 0535 or +90 216 531 0533

e-mail : investorrelations@koc.com.tr

Subject : Ordinary General Assembly Meeting invitation and Information Document

Koç Holding A.Ş.'s Ordinary General Assembly Meeting shall convene on 30 March 2017 Thursday at 16:00 (2pm GMT) at the address of Nakkaștepe Azizbey Sok. No. 1, Kuzguncuk Üsküdar/Istanbul to discuss the attached agenda.

The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations is attached.

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.

Koç Holding Investor Relations 1 / 1

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF KOÇ HOLDING A.Ş. TO BE HELD ON 30 MARCH 2017
  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 2016,

  3. Presentation of the summary of the Independent Audit Report for the year 2016,

  4. Presentation for discussion and approval of the Financial Statements of the Company for the year 2016,

  5. Release of each member of the Board of Directors from liability for the Company's activities for the year 2016,

  6. Approval, amendment and approval, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2016 and the distribution date,

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

  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 2016, and resolution of an upper limit for donations for the year 2017,

  13. In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2016 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 2016 pursuant to the Corporate Governance Communique of the Capital Markets Board.

  15. Wishes and opinions.

PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF KOÇ HOLDING A.Ş. TO BE HELD ON 30 MARCH 2017

KOÇ HOLDİNG A.Ş.

I hereby appoint as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Koç Holding A.Ş. that will convene on 30 March 2017, Thursday at 16:00 at the address of Nakkaştepe Azizbey No.1 Kuzguncuk - Üsküdar Istanbul.

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion

b) The attorney is authorized to vote in accordance with the company management

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses option (c), the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda items

Accept

Reject

Dissenting Opinion

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 2016

3- Presentation of the summary of the Independent Audit Report for the year 2016

4- Presentation for discussion and approval of the Financial Statements of the Company for the year 2016

5- Release of each member of the Board of Directors from liability for the Company's activities for the year 2016

6- Approval, amendment and approval, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2016 and the distribution date

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

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 2016, and resolution of an upper limit for donations for the year 2017

13- In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2016 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 2016 pursuant to the Corporate Governance Communique of the Capital Markets Board

15- Wishes and opinions

No voting on the informative items.

Koç Holding AS published this content on 03 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 03 March 2017 18:18:11 UTC.