Koç : Notification Regarding General Assembly Meeting

KAMUYU AYDINLATMA PLATFORMU

KOÇ HOLDİNG A.Ş.

Notification Regarding General Assembly

Notification Regarding General Assembly

Summary Info		Ordinary General Assembly Meeting Invitation and Information Document
Update Notification Flag		No
Correction Notification Flag		No
Postponed Notification Flag		No

General Assembly Invitation

General Assembly Type		Annual
Begining of The Fiscal Period	01.01.2021
Ending Date Of The Fiscal Period		31.12.2021
Decision Date	07.03.2022
General Assembly Date		01.04.2022
General Assembly Time	16:00
Record Date (Deadline For Participation In The		31.03.2022
General Assembly)
Country		Turkey
City		İSTANBUL
District		ÜSKÜDAR
Address		Kuzguncuk Mahallesi Azizbey Sokak No:1 Üsküdar/İstanbul

Agenda Items

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 2021,

3 - Presentation of the summary of the Independent Audit Report for the year 2021,

4 - Presentation, discussion and approval of the Financial Statements of the Company for the year 2021,

5 - Release of each member of the Board of Directors from their liability for the Company's activities for the year 2021,

6 - Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2021 and the distribution date,

7 - Presentation and approval of share buyback transactions carried out in accordance with the Board of Directors' resolution,

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,

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,

10 - Determining 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 of the donations made by the Company in 2021 to the shareholders and resolution on an upper limit for donations for the year 2022,

13 - Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2021 and of any benefits or income thereof in accordance with the Capital Markets Board regulations,

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 2021 pursuant to the Corporate Governance Communique of the Capital Markets Board,

15 - Wishes and observations.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1

Appendix: 2

Appendix: 3

Appendix: 4

Additional Explanations

1a KH GK Bilgilendirme Dokümanı 2022.pdf - General Assembly Informing Document

1b KH AGM information document 2022.pdf - General Assembly Informing Document

1c KH GK Davet İlan metni.pdf - Announcement Document

1d KH invitation to AGM 2022.pdf - Announcement Document

Koç Holding A.Ş.'s Ordinary General Assembly Meeting shall convene on 01 April 2022 Friday at 16:00 at the address of Nakkaștepe Azizbey Sok. No. 1, Kuzguncuk Üsküdar/İstanbul 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 are 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.

AGENDA

FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF

KOÇ HOLDING A.Ş. TO BE HELD ON 01 APRIL 2022

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 2021,
3. Presentation of the summary of the Independent Audit Report for the year 2021,
4. Presentation, discussion and approval of the Financial Statements of the Company for the year 2021,
5. Release of each member of the Board of Directors from their liability for the Company's activities for the year 2021,
6. Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2021 and the distribution date,
7. Presentation and approval of the share buyback transactions carried out in accordance with the Board of Directors' resolution,
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,
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,
10. Determining 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 of the donations made by the Company in 2021 to the shareholders, and resolution on an upper limit for donations for the year 2022,
13. Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2021 and of any benefits or income thereof in accordance with the Capital Markets Board regulations,
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 2021 pursuant to the Corporate Governance Communique of the Capital Markets Board,
15. Wishes and observations.

PROXY FORM

FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF KOÇ HOLDING A.Ş.

TO BE HELD ON 01 APRIL 2022

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 01 April 2022, Friday at 16:00 at the address of Nakkaştepe, Azizbey Sok. No.1 Kuzguncuk Üsküdar İstanbul.

The Attorney's(*):

Name Surname/ Trade Name:

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

1. Foreign attorneys should submit the equivalent information mentioned above.

1. 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.