Faaliyet Raporu’na Dair Bağımsız Denetim Raporu

To the Board of Directors of

Koç Holding Anonim Şirketi

Report on the Audit of the Annual Report of the Board of Directors in accordance with the Independent Auditing Standards

We have audited the annual report of Koç Holding A.Ş. (“the Company”), its subsidiaries and its joint ventures (together referred to as “the Group”) for the year ended 31 December 2014.

Responsibility of the Board of Directors on the Annual Report

In accordance with Article 514 of the Turkish Commercial Code 6102 (“TCC”) and the provisions of the Communiqué II-14.1 on the Principles of Financial Reporting In Capital Markets (“the Communiqué”) of the Capital Markets Board (“CMB”) of Turkey, the management of the Group is responsible for the preparation and fair presentation of the annual report consistent with the financial statements and for the internal controls considered necessary for the preparation of a report of such quality.

Responsibility of the Independent Auditor

Our responsibility is to express an opinion, based on the independent audit we have performed on the Group’s annual report in accordance with Article 397 of the TCC and the Communiqué, on whether the financial information provided in this annual report is presented fairly and consistent with the Group’s financial statements there on which the auditor’s report dated 3 March 2015 has been issued.

Our independent audit has been performed in accordance with the Independence Auditing Standards as endorsed by the CMB and Independent Auditing Standards (“ISA”) which are a part of Turkish Auditing Standards promulgated by the Public Oversight, Accounting and Auditing Standards Authority of Turkey. These standards require compliance with ethical provisions and the independent audit to be planned and performed to obtain reasonable assurance on whether the financial information provided in the annual report is free from material misstatement and consistent with the financial statements. This independent audit involves the application of auditing procedures in order to obtain audit evidence on the financial information. The selection of these procedures is based in the professional judgment of the independent auditor. We believe that the audit evidence we have obtained during our independent audit is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the financial information provided in the annual report of the Board of Directors is presented fairly and consistent with the audited financial statements in all material respects.

Independent auditor’s responsibilities arising from other regulatory requirements

In accordance with paragraph 3 of Article 402 of the Turkish Commercial Code (“TCC”) 6102, within the framework of the ISA 570 “Going Concern,” no material uncertainty has come to our attention which causes us to believe that the Group will not be able to continue as a going concern in the foreseeable future.

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

Ethem Kutucular, SMMM
Partner

6 March 2015

Istanbul, Turkey