KAP

KOÇ HOLDİNG A.Ş.

KCHOL

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Attended 17 roadshow and conferences, met with more than 600 investors.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	-
The number of special audit requests that were accepted at the General Shareholders' Meeting	-

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/en/Bildirim/1260682
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided.
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9	There is no such transaction.
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)	There is no such transaction.
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.koc.com.tr/investor-relations/corporate-overview-and-governance
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://www.kap.org.tr/en/Bildirim/926383
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	15-a
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Our General Assembly Meetings are open to the public. Stakeholders and the media can follow the meetings.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	Koç Holding shares have been divided into two groups as Group A and B. Each registered Group A share is entitled to 2 voting rights at the General Assembly Meeting. However, for decisions concerning the amendment to the Articles of Association, acquittance or filing a lawsuit of responsibility, all shares have 1 (one) right to vote. Family Danışmanlık Gayrimenkul ve Ticaret A.Ş. owns all of Group A shares which correspond to %42.23 of the total voting rights. Current shareholder structure is available in the annual report.
The percentage of ownership of the largest shareholder	%43,75

1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Hayır (No)
If yes, specify the relevant provision of the articles of association.	-

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations - Corporate Governance - Policies
Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.	Dividend was distributed.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	-

General Assembly Meetings

General Meeting Date	The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting	Shareholder participation rate to the General Shareholders' Meeting	Percentage of shares directly present at the GSM	Percentage of shares represented by proxy	Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against	Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them	The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions	The number of declarations by insiders received by the board of directors	The link to the related PDP general shareholder meeting notification
18/04/2024	0	%88,00	%10,00	%78,00	Investor Relations - Corporate Governance ? General Assembly Meetings	Investor Relations - Corporate Governance ? General Assembly Meetings	-	0	https://www.kap.org.tr/en/Bildirim/1274735

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Investor Relations
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.	Investor Relations ? About Koç Holding ? Shareholder Structure
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Corporate Governance and Other Informatıon
b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure	Corporate Governance
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings	Corporate Governance
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation	Legal Disclosures
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Legal Disclosures
e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest	Legal Disclosures
f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%	Legal Disclosures
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Sustainability and Human Resources

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Albeit a policy devoted specifically to this subject, all rights of the stakeholders of Koç Holding and Koç Group companies are managed in accordance with national and international legal norms.
The number of definitive convictions the company was subject to in relation to breach of employee rights	None
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	According to the Koç Group Whistleblowing Policy available on Koç Holding website, unfair practices against employees and the company and violations of business partners shall be investigated by the Koç Holding Internal Audit Department. Koç Holding Legal and Compliance Department is mainly responsible to perform the investigations related to the private law violations. Koç Holding Internal Audit Department and Koç Holding Legal and Compliance Department act as the consultancy function in order to monitor the effectiveness of the Investigations conducted within Koç Group in general, and to increase the quality of the outputs.
The contact detail of the company alert mechanism	The Ethics Hotline accessible via Koç Holding website provides the options to raise a concern online or by phone. https://secure.ethicspoint.eu/domain/media/en/gui/108227/index.html

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies	Internal regulations are not publicly available or accessible.
Corporate bodies where employees are actually represented	Our coworkers both in our unionized and non-unionized companies participate in management and share their opinions through various methods. The annual Employee Loyalty Surveys that are conducted at all our companies collect the opinions of all our coworkers anonymously in open-ended questionnaire format. Through various communication meetings held at our companies, company-related information is shared with the employees, dealers and other stakeholders, and their questions and comments are obtained.

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	A succession plan is developed for all key managerial positions. Upon CEO approval, these succession plans are finalized with the approval of the Chairman of the Board.
The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.	Koç Holding signed United Nations Global Compact in 2006 and is part of United Nations HeForShe IMPACT since 2015. The Personnel Code which defines the criteria for recruitment is accessible by all employees; job announcements include the required competencies. Koç Group Code of Ethics and Human Rights Policy cover and emphasize creating equal opportunities. https://www.koc.com.tr/about-us/code-of-ethics-and-compliance-policies Koç Group values its employees and respects their rights. The policy of ?Our Most Important Asset is our People,? best summarizes the basic approach of the Koç Group to human resources.
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	Life in Koç ? Koç Culture and Our Priorities & Being a Part of Koç
The number of definitive convictions the company is subject to in relation to health and safety measures	None

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	About - Code of Ethics and Compliance Policies
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	Sustainability
Any measures combating any kind of corruption including embezzlement and bribery	Principles on these topics are covered in Code of Ethics as well as under the Anti-Bribery and Corruption Policy.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	30.12.2024
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	No delegation was made among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Internal audit unit provides combined information to the audit committee each year regarding the operations within the year.
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls	Internal Control Systems and Audit
Name of the Chairman	Ömer M. Koç
Name of the CEO	Levent Çakıroğlu
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	-
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations - Corporate Governance
The number and ratio of female directors within the Board of Directors	3 (25%)

Board Members

Name-Surname	Real Person Acting on Behalf of Legal Person Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
MUSTAFA RAHMİ KOÇ		Male	Honorary Chairman	Businessman / Businesswoman	01/01/1963	Non-Executive	Şeref Başkanı	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		3.03	-	Dependent Member				Yürütme Komitesi
MEHMET ÖMER KOÇ		Male	Chairman of the Board	Businessman / Businesswoman	01/04/2004	Non-Executive	Başkan, Başkan Vekili	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		0.74	-	Dependent Member				Yürütme Komitesi
YILDIRIM ALİ KOÇ		Male	Deputy Chairman of the Board	Businessman / Businesswoman	01/01/2008	Non-Executive	Başkan Vekili, Üye	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		1.39	-	Dependent Member				Yürütme Komitesi; Aday Gösterme ve Ücret Komitesi
SEMAHAT SEVİM ARSEL		Female	Member of the Board	Businessman / Businesswoman	01/01/1972	Non-Executive	Üye	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		6.15	-	Dependent Member				Yürütme Komitesi
CAROLİNE NİCOLE KOÇ		Female	Member of the Board	Businessman / Businesswoman	05/04/2016	Non-Executive	Üye	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		0.25	-	Dependent Member				Risk Yönetimi Komitesi
İPEK KIRAÇ		Female	Member of the Board	Businessman / Businesswoman	05/04/2016	Non-Executive	Üye	Yönetim Kurulu Başkanlığı ve Üyeliği		4.6	-	Dependent Member				Yürütme Komitesi; Kurumsal Yönetim Komitesi
LEVENT ÇAKIROĞLU		Male	Member of the Board	Managing Director / Chief Executive	05/04/2016	Executive	Üye, CEO	Yönetim Kurulu Başkanlığı, Üyeliği ve Komite Üyeliği		-	-	Dependent Member
JACQUES ALBERT NASSER		Male	Member of the Board	Businessman / Businesswoman	31/03/2015	Non-Executive	Üye	Topluluk dışı şirketlerde Yönetim Kurulu Üyeliği		-	-	Dependent Member
PETER MCCALLUM MARTYR		Male	Member of the Board	Businessman / Businesswoman	09/04/2021	Non-Executive	Üye	Hukukçu, Danışman		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1260682	Considered	No	Risk Yönetimi Komitesi Başkanı
MICHEL RAY DE CARVALHO		Male	Member of the Board	Businessman / Businesswoman	01/04/2022	Non-Executive	Üye	Topluluk dışı şirketlerde Yönetim Kurulu Üyeliği	Yes	0.0073	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1260682	Considered	No
ÖMER ÖNHON		Male	Member of the Board	Businessman / Businesswoman	18/04/2024	Non-Executive	Üye	Topluluk dışı şirketlerde Yönetim Kurulu Üyeliği		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1260682	Considered	No	Denetimden Sorumlu Komite Üyesi, Aday Gösterme ve Ücret Komitesi Başkanı
AHMET KIRMAN		Male	Member of the Board	Businessman / Businesswoman	03/04/2025	Non-Executive	-	Yönetim Kurulu Başkanlığı ve Üyeliği	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1401713	Considered	No

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	7
Director average attendance rate at board meetings	%94
Whether the board uses an electronic portal to support its work or not	Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	1 week in advance for strategic meetings, at least 1 business day in advance for all other meetings.
The name of the section on the corporate website that demonstrates information about the board charter	Koç Holding Board Working Principles is not a publicly available document.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no such policy.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Explanations Regarding Corporate Governance
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/926981

Composition of Board Committees-I

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	Name-Surname of Committee Members	Whether Committee Chair Or Not	Whether Board Member Or Not
Denetim Komitesi (Audit Committee)	-	Cem M. Kozlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ömer Önhon	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Cem M. Kozlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İpek Kıraç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Polat Şen	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Peter Martyr	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Caroline N. Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Nomination and Remuneration Committee	Ömer Önhon	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Nomination and Remuneration Committee	Ali Y. Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Semahat S. Arsel	Hayır (No)	Yönetim kurulu üyesi (Board member)
-	Executive Committee	Rahmi M. Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
-	Executive Committee	Ömer M. Koç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
-	Executive Committee	Ali Y. Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
-	Executive Committee	İpek Kıraç	Hayır (No)	Yönetim kurulu üyesi (Board member)

4.5. Board Committees-II
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)	Explanations Regarding Corporate Governance
Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)	Explanations Regarding Corporate Governance
Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)	Explanations Regarding Corporate Governance
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	Explanations Regarding Corporate Governance
Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)	Explanations Regarding Corporate Governance

4.6. Financial Rights
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)	Board of Directors Report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations ? Corporate Governance
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Remuneration Policy

Composition of Board Committees-II

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	100%	100%	4	8
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	1	1
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Diğer (Other)	Nomination and Remuneration Committee	100%	50%	2	2