Koç : Ordinary General Assembly Meeting Resolutions

KAMUYU AYDINLATMA PLATFORMU

KOÇ HOLDİNG A.Ş. Notification Regarding General Assembly

Notification Regarding General Assembly

Summary Info

Ordinary General Assembly Meeting resolutions

Update Notification Flag
Postponed Notification Flag
General Assembly Invitation
Begining of The Fiscal Period	01.01.2021
Decision Date	07.03.2022
General Assembly Time	16:00
Country	Turkey
District	ÜSKÜDAR
Agenda Items
1 - Opening and election of the Chairman of the Meeting,

Yes

Correction Notification Flag

No

No

General Assembly Type

Annual

Ending Date Of The Fiscal Period

31.12.2021

General Assembly Date

01.04.2022

Record Date (Deadline For Participation In The General Assembly)

31.03.2022

City

İSTANBUL

Address

Kuzguncuk Mahallesi Azizbey Sokak No:1 Üsküdar/İstanbul

• 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 Results

Was The General Assembly Meeting Executed?

Yes

General Assembly Results

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

Decisions Regarding Corporate Actions

Dividend Payment

Discussed

General Assembly Result Documents

Appendix: 1

EK TUTANAK.pdf - Minute

EK KAP HAZİRUN.pdf - List of Attendants

Appendix: 2

Additional Explanations

Koç Holding A.Ş.'s Ordinary General Assembly Meeting was held today at 16:00.

The major resolutions taken at the meeting are as follows:

• - Financial statements and the annual report for 2021 were approved.

• - Directors were released separately and individually from their liabilities in connection with 2021 yearly accounts and activities of the Company.

• - The Board of Directors' dividend payment proposal on distribution of TL 2,287,380,041.10 gross dividend to shareholders, TL 451,977,482.93 payment allocated to usufruct shareholders and TL 12,500,000.00 payment allocated to the Koç Holding Foundation for Pensions and Assistance, amounting to a total of TL 2,751,857,524.03 in cash starting from 07 April 2022 has been approved.

- Total number of Directors is determined as 12, together with 4 independent directors. It is resolved to elect Mr. Mustafa Rahmi Koç, Mr. Mehmet Ömer Koç, Mr. Yıldırım Ali Koç, Ms. Semahat Sevim Arsel, Ms. Caroline Nicole Koç, Ms. İpek Kıraç, Mr. Levent Çakıroğlu and Mr. Jacques A. Nasser as members of the Board of Directors; and Ms. Emily K. Rafferty, Mr. Cem M. Kozlu, Mr. Peter Martyr and Mr. Michel Ray de Carvalho as independent members of Board of Directors to take office for one year until the general assembly meeting for 2022 operations.

- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of 2022 financial reports.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

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.