Yukarı

Legal Disclosures

Shareholder Structure and Voting Rights

Our Company’s shares are divided into two groups, A and B. Each A group registered share holds two voting rights at our General Assembly.

Concerning the privileged shares, our shareholders’ voting rights are presented below:

Shareholder

Amounts

(TL)

Share

Stake (%)

Voting

Right

Voting Right Stake (%)

Koç Family (B Group)

654,607,780

25.82

65,460,778,117

20.36

Temel Ticaret ve Yatırım A.Ş. (B Group)

401,210,786

15.82

40,121,078,570

12.48

Temel Ticaret ve Yatırım A.Ş. (A Group)

678,773,422

26.77

135,754,684,460

42.23

Koç Holding Emekli ve Yardım Sandığı Vakfı (B Group)

50,451,548

1.99

5,045,154,800

1.57

Vehbi Koç Vakfı (B Group)

181,405,360

7.15

18,140,536,000

5.64

Rahmi ve Mahdumları A.Ş. (B Group)

2,658,789

0.10

265,878,900

0.08

Free Float (B Group)

566,790,365

22.35

56,679,036,452

17.64

Total

2,535,898,050

100.00

321,467,147,299

100.00

There was no important change in non-publicly traded shares during the year. As for the publicly traded shares, it was announced with the disclosure of Lazard Asset Management LLC (Lazard) dated 1 October 2013 that Lazard is a shareholder of our Company with a nominal value of TL 112,020,939 representing 5.048% of our capital.

Important changes in ownership structure of Koç Holding’s financial fixed assets in 2013

Changes to the ownership structure of the financial fixed assets that Koç Holding owns directly did not exceed the limits set by the Turkish Commercial Code.

Information on the amount of financial fixed assets Koç Holding A.Ş. holds indirectly (broken down as 5%, 10%, 20%, 25%, 30%, 50% or 100%, and the transactions that fall below these percentages) can be found in the table below.

Companies

2013 (%)

2012 (%)

Change

Disclosure

Allianz Emeklilik

6.58

30.90

-24.32

Yapı Kredi Bankası sold its shares representing 74.01% of its shares in Yapı Kredi Sigorta (Yapı Kredi Insurance) to Allianz SE. In addition, the shares representing 19.93% of the capital of Allianz Yaşam ve Emeklilik A.Ş. (Allianz Life and Pension) were acquired by Yapı Kredi Finansal Kiralama (Yapı Kredi Financial Leasing) on 12 July 2013.

Beko Hong Kong

40.51

-

40.51

Established in 2013.

Beko Magyarorszag

-

40.51

-40.51

Liquidated in 2013.

Defy Swaziland

40,51

-

40,51

Established as a separate company in 2013 while it was previously a branch of Defy.

Grundig Switzerland

40.51

-

40.51

Operating as a separate company since 2013 while it was previously a branch of Grundig Multimedia.

Mogaz

-

40.68

-40.68

Merged with Aygaz A.Ş. as of 22 January 2013.

Opet Aygaz Gayrimenkul

29.34

-

29.34

Established in 2013.

Tat Tohumculuk

-

16.15

-16.15

Has been sold to Kagome Co. Ltd. on 9 December 2013.

Yapı Kredi Sigorta

-

30.90

-30.90

Yapı Kredi Sigorta A.Ş. (Yapı Kredi Insurance) was sold to

Allianz SE, following the completion of share transfer procedures

on 12 July 2013.

Yapı Kredi B Tipi Yatırım Ortaklığı (YO)

31.36

18.44

12.93

Within the scope of the liquidation of Yapı Kredi B-Type Investment Trust, the shareholding rate of Yapı Kredi Bankası has reached up to 95.36% upon the takeover of the shares of other shareholders through the takeover bid.

Stock Information

BIST Code : KCHOL

Reuters Code : KCHOL.IS

Bloomberg Code : KCHOL.TI

Date of initial public offering : 10.01.1986

Share of foreign ownership in free float (31.12.2013) : 78.4%

Ordinary General Assembly Meeting, if held during the year

An Ordinary General Assembly was not held during the year.

Organizational changes during the year

There were no important organizational changes in the operating year.

Associated Company Report

Turkish Commercial Code No. 6102 Article 199, which came into effect on 1 July 2012, obliges Koç Holding A.Ș.’s Board of Directors to prepare, within the first three months of the operating year, a report on the Company’s controlling shares and associated companies for the previous operating year, and to include the conclusion section of this report in the annual report.

The Koç Holding A.Ș. Board of Directors report of 28 February 2014 states: “In all transactions conducted in 2013 with companies in which Koç Holding A.Ş. has a controlling share, or else with associated companies, the moment the transaction was conducted, measures were taken, or avoided, and it was determined that appropriate action had been taken in each transaction, based on the circumstances and conditions known by us, and that no measure was taken or avoided that could harm the Company, and accordingly, that no compensatory transactions or measures needed to be taken.”

Lawsuits against the Company and any probable outcomes that could impact the Company’s financial situation and operations

There are no lawsuits filed against the Company significant enough to have an impact on its financial situation or operations.

Announcements concerning administrative or judicial sanctions imposed on the Company and its management due to practices in violation of regulations

No administrative or judicial sanctions have been imposed on the Company, or its management due to regulatory violations.