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.

Our shareholders’ voting rights, taking into account the privileged shares, are presented below:

Shareholder

Amount (TL)

Share Stake (%)

Voting Right

Voting

Right Stake (%)

Koç Family (Group B)

654,607,780

25.81

65,460,778,117

20.36

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

401,210,786

15.82

40,121,078,570

12.48

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

678,773,422

26.77

135,754,684,460

42.23

Koç Holding Emekli ve Yardım Sandığı Vakfı (Group B)

50,451,548

1.99

5,045,154,800

1.57

Vehbi Koç Vakfı (Group B)

181,405,360

7.15

18,140,536,000

5.64

Rahmi M. Koç ve Mahdumları A.Ş. (Group B)

2,658,789

0.11

265,878,900

0.08

Publicly Held (Group B)

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 material change in non-publicly traded shares during the year. Lazard Asset Management LLC, which in 2013 had announced that it came to control a 5.048% stake in our Company by acquiring free-floating shares, made another announcement on January 12, 2015, indicating that its stake fell below 5% due to share sales.

Important changes in ownership structure of Koç Holding’s financial fixed assets in 2014

Changes to the ownership structure of the financial fixed assets that Koç Holding owns directly, which exceeds the limits set by the Turkish Commercial Code, are presented below:

COMPANIES

2014 (%)

2013 (%)

CHANGE

DISCLOSURE

ADG Enerji Yatırımları

0.00

100.00

-100.00

Following the purchase od 100% shares of Enram Su ve Çevre Yatırımları A.Ş., a subsidiary of Koç Holding, by Aygaz; the trade name has been changed as ADG Enerji Yatırımları A.Ş.

AES Entek

49.62

24.81

24.81

Koç Holding purchases shares with a nominal value of TL 133,594,282 correspoding to 24.8% share of AES Entek from AES Mont Blanc Holding B.V. Aygaz also purchased shares with a nominal value of TL 133,594,282 of AES Entek.

Harranova Besi

0.00

16.47

-16.47

On October 1, 2014, its sale to The Morning Star Company was completed.

Tek-Art Marina

75.92

49.22

26.71

Koç Holding purchased 26.71% shares of Tek-Art Marina.

Zinerji

0.00

37.00

-37.00

Akpa purchased the shares that correspond to 92% of the total capital of Zinerji Enerji San.Tic.A.Ş - where it already owned 8% of the Company - from other shareholders on the July 24, 2014. Zinerji merged with Akpa on the December 10, 2014.

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

2014 (%)

2013 (%)

Change

Disclosure

ADG Enerji Yatırımları

40.68

100.00

-59.32

Included in the scope of consolidation in 2014 and the trade name has been changed as ADG Enerji Yatırımları A.Ş. following the purchase of 100% shares of Enram Su ve Çevre Yatırımları A.Ş. by Aygaz, a subsidiary of Koç Holding.

AES Enerji

0.00

34.90

-34.90

It was merged with AES Entek on June 13, 2014.

AES Entek

69.80

34.90

34.90

Following the purchase of shares with a nominal value of TL 133,594,282 by Koç Holding and TL133,594,282 by Aygaz, the proportion of effective interest of Koç Holding in AES Entek has been changed.

ArcticPro

0.00

39.18

-39.18

It was liquidated in 2014.

Ayas Enerji

34.90

17.45

17.45

Following the purchase of 49.62% shares of AES Entek by Koç Holding and Aygaz, the proportion of effective interest of Koç Holding in these companies has been changed.

Beko Hungary

0.00

40.51

-40.51

It was liquidated in 2014.

Beko Tayland

40.51

0.00

40.51

It was established as a production and sales company in December 2014.

Cenay Elektrik

0.00

34.90

-34.90

It was merged with AES Entek on June 13, 2014.

Defy Carron

0.00

40.51

-40.51

It was liquidated in 2014.

Defy Ocean

0.00

40.51

-40.51

It was liquidated in 2014.

Eltek

69.80

34.90

34.90

Following the purchase of 49.62% shares of AES Entek by Koç Holding and Aygaz, the proportion of effective interest of Koç Holding in these companies has been changed.

Ferrocom

0.00

2.34

-2.34

It was merged with Demir Export in 2014.

Grundig Czech Republic

0.00

40.51

-40.51

It was liquidated in 2014.

Harranova Besi

0.00

41.95

-41.95

On October 1, 2014, its sale to The Morning Star Company was completed.

Kumköy Enerji

0.00

34.90

-34.90

It was merged with AES Entek on June 13, 2014.

Moova

43.82

0.00

43.82

It was acquired by Tat Gıda in 2014.

Netsel

41.76

27.76

13.99

Following the purchase of 26.71% shares of Tek-Art Marina by Koç Holding, the proportion of effective interest of Koç Holding in these companies has been changed.

Opet Gıda

0.00

18.00

-18.00

Opet Gıda was merged with Opet on February 12, 2014.

RMK Marine

60.51

53.81

6.70

Following the purchase of 26.71% shares of Tek-Art Marina by Koç Holding, the proportion of effective interest of Koç Holding in these companies has been changed.

Selen Elektrik

0.00

34.90

-34.90

It was merged with AES Entek on June 13, 2014.

Seymenoba Elektrik

69.80

34.90

34.90

Following the purchase of 49.62% shares of AES Entek by Koç Holding and Aygaz, the proportion of effective interest of Koç Holding in these companies has been changed.

Tedi İçecek

21.91

0.00

21.91

50% of its shares was acquired by Tat Gıda in 2014.

Tek-Art Marina

75.92

50.48

25.44

Following the purchase of 26.71% shares of Tek-Art Marina by Koç Holding, the proportion of effective interest of Koç Holding in these companies has been changed.

Yalova Marina

47.91

46.63

1.27

Following the purchase of 26.71% shares of Tek-Art Marina by Koç Holding, the proportion of effective interest of Koç Holding in these companies has been changed.

Yapı Kredi Malta

32.89

0.00

32.89

It was established in 2014.

Yapı Kredi Yatırım

0.00

31.36

-31.36

It was liquidated in 2014.

Zinerji

0.00

59.95

-59.95

It was merged with Akpa in 2014.

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 (31.12.2014): 80.9%

Extraordinary General Assembly Meeting, if held during the year

An Extraordinary General Assembly meeting was not held during the year.

Organizational changes during the year

There were no material 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 relations with its controlling shareholders and their 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 5 March 2015 states: “In all transactions conducted in 2014 with Koç Holding A.Ş.’s controlling shareholders and their associated companies, based on the circumstances and conditions known by us at the moment the transaction was conducted, measures were taken, or avoided; it was determined that appropriate action had been taken in each transaction, 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.