Yukarı

Independent Auditors’ Report on Annual Report

To the Board of Directors of
Koç Holding Anonim Şirketi

As part of our audit, we have assessed whether the financial information and the assessment and explanations of the Board of Directors presented in the annual report of Koç Holding Anonim Şirketi (“Koç Holding” or “the Company”), its subsidiaries and its joint ventures (together will be referred to as the ‘’Group’’) prepared as of 31 December 2013 are consistent with the audited financial statements as of the same date.

Management is responsible for the preparation of the annual report in accordance with “the Communique related to the Determination of the Minimum Content of the Companies’ Annual Report.”

Our responsibility as independent auditors is to express an opinion on whether the financial information provided in the annual report is consistent with the audited financial statements on which we have expressed our opinion dated 21 February 2014.

Our assessment is made in accordance with the principles and procedures for the preparation and issuing of annual reports in accordance with Turkish Commercial Code No. 6102 (“TCC”). Those principles and procedures require that the audit is planned and performed to obtain reasonable assurance whether the financial information provided in the annual report are free from material misstatement regarding the consistency of such information with the audited financial statements and the information obtained during the audit.

We believe that the assessment we have made is sufficient and appropriate to provide a basis for our opinion.

In our opinion, the financial information and the assessment and explanations of the Board of Directors in the accompanying annual report of Koç Holding Anonim Şirketi, its subsidiaries and its joint ventures are consistent with the audited financial statements as at 31 December 2013.

Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi
A member firm of Ernst & Young Global Limited

Ethem Kutucular, SMMM
Partner

Istanbul, 7 March 2014