Ko : Invitation to the Extraordinary Normal Meeting Assembly to be Held on 25 August 2022 from the Board of Administrators

Trade Registry and Number: İstanbul/85714

KOÇ HOLDING A.Ş.

Mersis Number: 0570002057500012

Company Address: Nakkaştepe Azizbey Sok. No:1 34674 Kuzguncuk-Üsküdar/İstanbul

INVITATION

TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING

TO BE HELD ON 25 AUGUST 2022

FROM THE BOARD OF DIRECTORS

Koç Holding A.Ş.’s Extraordinary General Assembly Meeting shall convene on Thursday 25 August 2022 at 10:00 (7am GMT) at the address of Kuzguncuk Mahallesi Azizbey Sok. No:1 34674 Üsküdar/İstanbul (Tel: 0216 531 00 00, Fax: 0216 531 00 99) to discuss and vote for a resolution regarding the below agenda.

In accordance with the legal requirements, the documents regarding the demerger transaction to be discussed along with the following agenda and the Memorandum containing the information required by Capital Markets Board (“CMB“) regulations, excluding the invitation and the meeting dates, shall be made available to the shareholders at the Company Headquarters, on the Company’s corporate website at www.koc.com.tr, on the Public Disclosure Platform, and on the Electronic General Assembly System of the Central Registry Agency at least three weeks prior to the meeting.

Shareholders who are unable to attend the meeting in person, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, shall prepare their proxy documents in accordance with the legal requirements, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from our corporate website at www.koc.com.trand shall submit to the Company the proxy documents issued in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Assembly System. Due to our legal liability, proxies, which do not comply with the required sample in the aforementioned Communiqué and provided in the power of attorney attached to the General Assembly Invitation Notice, shall not be accepted.

Shareholders intending to vote via the Electronic General Assembly System are requested to obtain information from the Central Registry Agency, our Company’s website at www.koc.com.tror from the Company Headquarters (Tel: +90 216 531 00 00) to ensure that they comply with the provisions of the by-laws for the Electronic Shareholders Meeting for Joint Stock Companies.

Pursuant to Paragraph 4 of Article 415 of the Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly do not need to block their shares.

At the Extraordinary General Assembly Meeting, the voters shall use the open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.

Due to the Covid-19 pandemic, the General Assembly Meeting will be held in accordance with the pandemic restrictions and requirements announced by public authorities. Therefore our shareholders are expected to follow the announcements made by such authorities.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.

Detailed information on processing shareholders’ personal data within the framework of the Law on the Protection of Personal Data (No. 6698) is available at “Koç Holding Personal Data Protection and Processing Policy” disclosed on www.koc.com.tr.

Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.

Respectfully,

KOÇ HOLDING A.Ş. Board of Directors

AGENDA

FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING OF

KOÇ HOLDING A.Ş. TO BE HELD ON 25 AUGUST 2022

Opening and election of the Chairman of the Meeting,
Informing the shareholders within the scope of Turkish Commercial Code and Capital Markets Board Regulations regarding the partial demerger transaction to be discussed in the 3rd item of the agenda,
In accordance with the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law and the regulations related to these laws, as well as the provisions of the Trade Registry Regulation and other relevant legislation; approval or rejection of the proposal regarding the transfer of Entek Elektrik
Üretimi A.Ş shares with a total nominal value of 471,363.641,52- TL, owned by our Company, to Türkiye Petrol Rafinerileri A.Ş. through a partial demerger transaction through the associates model, and the Partial Demerger Agreement and the Partial Demerger Report prepared in this regard.
Wishes and opinions.

PROXY FORM

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

TO BE HELD ON 25 AUGUST 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 Extraordinary General Assembly of Koç Holding A.Ş. that will convene on 25 August 2022, Thursday at 10:00 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:

Foreign attorneys should submit the equivalent information mentioned above.

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- Informing the shareholders within the scope of Turkish Commercial Code and Capital Markets Board Regulations regarding the partial demerger transaction to be discussed in the 3rd item of the agenda,

3- In accordance with the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law and the regulations related to these laws, as well as the provisions of the Trade Registry Regulation and other relevant legislation; approval or rejection of the proposal regarding the transfer of Entek Elektrik Üretimi A.Ş shares with a total nominal value of 471,363.641,52- TL, owned by our Company, to Türkiye Petrol Rafinerileri A.Ş. through a partial demerger transaction through the associates model, and the Partial Demerger Agreement and the Partial Demerger Report prepared in this regard.

4- Wishes and opinions

No voting on the informative items.

If the minority has another draft resolution, necessary arrangements should be made to enable them to vote by proxy.

2. Special instructions related to other issues that may come up during General Assembly meeting and especially to the use of minority rights:

a)	The attorney is authorized to vote according to his/her opinion	
b)	The attorney is not authorized to vote in these matters	
c)	The attorney is authorized to vote for agenda items in accordance with the	
	following instructions.

SPECIAL INSTRUCTIONS:

Special instructions (if any) to be given by the shareholder to the attorney are stated herein.

The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as	
follows.
a)	Order and Serial (*)
b)	Number / Group (**)
c)	Amount-Nominal Value
d)	Share with privileged voting rights or not
e)	Bearer-Registered (*)
f)	Ratio of the total shares/voting rights of the shareholder
*Such information is not required for the shares which are dematerialized.
**For the dematerialized shares, information related to the group (if any) will
be given instead of number
2. I hereby confirm that the attorney represents all my shares on the list, prepared	
by MKK (Central Registry Agency) the day before the Meeting, concerning the
shareholders who could attend the General Assembly Meeting

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

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

Address:

(*) Foreign shareholders shall submit the equivalent information mentioned above.

Disclaimer

Koç Holding AS published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2022 06:53:02 UTC.

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