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Disclosure Policy

Objective

The purpose of the Disclosure Policy is to share information concerning Koç Holding A.Ş.'s past performance, future expectations, strategies, targets and vision, excluding any trade secrets, in light of the Group strategy, equally with the relevant authorities, current and potential investors and stakeholders. The policy aims at announcing Koç Holding A.Ş.'s financial statements in an accurate, fair, timely and detailed manner as per the generally accepted financial reporting principles and Capital Markets Board (CMB) Regulations and providing a constant, efficient and open communication platform through the investor relations and corporate communications departments. 

Koç Holding A.Ş. applies an active and transparent Disclosure Policy and acts in compliance with CMB and Borsa İstanbul (BIST) Regulations in matters relating to public disclosure and aims at implementing the most efficient disclosure policy. 

Responsibility

The Board of Directors is responsible for preparing, overseeing and updating the Disclosure Policy. The Disclosure Policy approved by the Board of Directors is disclosed to public on our website and on Public Disclosure Platform (PDP). Any changes to the Disclosure Policy will be adopted by the Board of Directors and made available on our website and on PDP.

Tools Used In Communicating With  Investors

Methods and Tools

Within the framework of CMB and BIST Regulations and provisions of the Turkish Commercial Code, Koç Holding A.Ş. uses the following methods and tools for informing the public in accordance with its Disclosure Policy: 

•   Material event disclosures and Corporate General Information Form available on PDP
•   Periodic financial statements and annual and interim activity reports available on PDP
•   Corporate website (www.koc.com.tr
•   Informatory documents and presentations prepared for the investors
•   Investor meetings
•   Prospectuses, circulars, announcements and any other documents that shall be prepared in accordance with CMB Regulations
•   Press releases in the printed or visual media
•   Announcements and notices that are published in the Turkish Commercial Registry Gazette and daily newspapers

Spokespersons

In principle, with the exception of the forms, declarations and reports signed in accordance with the signature circular, the announcements and disclosures on behalf of Koç Holding A.Ş. using the above stated methods and tools can be made by the Members of the Board of Directors, CEO, CFO or the Corporate Communications and External Affairs Director.


In addition, the Investor Relations Department (namely the CFO, the Investor Relations Coordinator and Investor Relations Managers) established within the Finance Group can communicate on behalf of Koç Holding A.Ş. in promoting Koç Holding vis-à-vis current and potential individual and institutional investors and intermediary institutions both in Turkey and abroad; responding to information requests coming from analyst and research staff and answering questions received within the scope of investor relations. 

Information Documents Prepared for the Investors

Investor Relations Department has been established to manage the relations with both current and potential investors and analysts, respond to investor inquiries in the most efficient manner and carry out activities to reach the fair value. 

Executive Management of Koç Holding A.Ş. and Investor Relations Department meet frequently with intermediary institutions, analysts and investors to promote Koç Holding A.Ş.'s operational and financial performance; vision, strategy and goals and the value Koç Holding creates for its investors, in the best possible manner. 

Investor Relations Department aims to inform investors in the best possible way through investor tools such as presentations, investor bulletins, Q&A documents, company website, annual reports, teleconferences and web-casts, investor meetings, etc. and ensures that all such tools are prepared, published and updated in compliance with the legislation. 

Investor Relations officers endeavor to facilitate all meeting requests received during the year, regularly attend conferences organized in Turkey and abroad and hold one-on-one meetings with investors. These meetings are also attended by the CEO and CFO periodically, enhancing the communication between shareholders and potential investors and our Executive Management. In order to ensure effective financial communication, presentations are prepared on a quarterly basis on the financial results and analyst meetings or teleconferences and web-casts are organized with the attendance of the Investor Relations Coordinator, Economic Research Coordinator, Financial Reporting Coordinator and from time to time CFO and/or CEO to answer the questions received from investors and analysts. 

The company website, which is updated regularly, and the informative documents shared with the stakeholders through the website aim to facilitate easy access to investor relations tools and the close monitoring of the developments in the Turkish economy and Koç Group by the stakeholders and the analysts. Detailed information has been provided below on the annual reports and the website contents. 

From time to time, analyst reports are shared on the website, with the prior consent of the relevant analyst, to provide investors with a different viewpoint. Koç Holding A.Ş. is not in a position to review, verify or approve analyst reports or models. However, if requested, in order to avoid misinforming the public, Koç Holding A.Ş. can control the analyst reports before they are published to ensure that historical and public information used in the reports are correct. 

The foremost objective of the Investor Relations Department is to carry out the mutual relationship between the company and stakeholders in the most efficient manner. Within this context, the Investor Relations Department assumes a bridge function between the Executive Management and stakeholders. The Department conveys Koç Holding A.Ş.'s investment messages to the investors while providing periodic reporting to the Executive Management on the evaluations and feedback received from the stakeholders, thereby facilitating a two-way communication.

Policies Pertaining To Material Event Disclosures

Responsibility

Finance Group is authorized and responsible for carrying out Koç Holding A.Ş.'s material event disclosures obligation, in coordination with the Legal Department. 

In principle, material event disclosures are sent to the PDP after being signed by the CEO and CFO. The disclosures are published in the website in Turkish and English. 

List of Individuals with Administrative Responsibility

Members of Koç Holding A.Ş.'s Board of Directors; individuals who are directly or indirectly in a position to have regular access to insider information on Koç Holding A.Ş. and who, at the same time, have the authority to make administrative decisions on Koç Holding A.Ş.'s future development and commercial objectives are on the list of individuals with administrative responsibility. 

Individuals who have regular access to insider information and who, at the same time, are authorized to make administrative decisions are the members of the Board of Directors of Koç Holding's parent company, Koç Holding CEO, Presidents, Directors, Chief Legal Advisor and the General Secretary.

Up-to-date information on these individuals is provided on Koç Holding A.Ş.'s website.


Procedure to Be Followed In the Case of Press News

Tracking Mechanism

Koç Holding A.Ş. tracks news published about Koç Group in important national media through a media tracking agency. Within this context, every morning, the news is distributed to Koç Group's senior management, Investor Relations Department and Corporate Communications Department. In addition, news published on Koç Group in Reuters is monitored.

Performing the Liability to Validate

In the case of news or rumors about Koç Holding A.Ş. that may potentially affect the investment decisions or the price of the capital market instruments, appearing in press or any other forms of media for the first time or including information different from the already publicly disclosed information, an announcement is made as to whether this information is correct or sufficient. 

As a general policy, Koç Holding applies the following principles in performing its liability to validate:

a. If the news does not have significance in terms of insider information, in principle no announcement is issued. However, Corporate Communications Department evaluates whether there is value added in making an announcement on such a subject, which does not require the issuance of a material event disclosure as per CMB regulations. 
b. If a material event disclosure or any other means of disclosure in accordance with CMB regulations has already been made about the news, no further action is taken.

c. In principle, Koç Holding A.Ş. does not comment on news that clearly appear not to be sourced from Koç Holding A.Ş., or that clearly appear to be gossip, rumor and unfounded. However, if deemed necessary, Koç Holding A.Ş. may decide to make a material event disclosure about such unfounded news in order to protect the interest of the shareholders and the company. Apart from the material event disclosure, Corporate Communications Department may issue a press release on such news, if deemed necessary.

d. In case of inaccurate news that may be regarded as material information or that may potentially affect the investment decisions or the price of the capital market instruments, a material event disclosure is made.

e. If the news contain accurate information on material details about the postponed announcements and is company sourced, the grounds for postponing the announcement is no longer valid and a material event disclosure is made.

f. If the news contain inaccurate information about the postponed announcements, then as the confidentiality is still achieved, material event disclosure may not be made. However, if deemed necessary, Koç Holding A.Ş. may decide to make a material event disclosure about such unfounded news in order to protect the interest of the shareholders and the company.

g. The circulation rate and/or publicity of the media are taken into account in evaluating the liability to validate.



Measures to Protect Insider Information until Public Announcement

Koç Holding A.Ş. employees who are in a position to have insider information and other relevant parties are informed about their liability to ensure confidentiality of insider information between the time when the information subject to a material event disclosure develops until it is announced to public. 

As a general principle, Koç Holding A.Ş. and the persons who work in the name and on account of Koç Holding A.Ş. cannot, by any means, share information that is not publicly available and that may qualify for a material event disclosure, with third parties. If it is determined that insider information has unintentionally been shared by these people with third parties, in case it is concluded that the confidentiality of the information cannot be protected within the scope of CMB legislations, a material event disclosure is made.

If public disclosure of such information is postponed, persons with access to the subject information at the time of postponement are informed about their obligations and sanctions applicable thereof. Confidentiality clauses are added to agreements with third parties who have access to the subject information in order to ensure that reasonable precautions to ensure confidentiality are implemented by such persons. 

Policy on Public Disclosure of Financial Information

Koç Holding A.Ş.'s financial statements are prepared in accordance with Turkish Accounting/Financial Reporting Standards within the scope of CMB regulations. Annual financial statements disclosed are audited and semi-annual financial statements are reviewed by independent auditors. 

Prior to public disclosure, financial statements and footnotes, prepared according to CMB regulations are approved by the Audit Committee and submitted to the Board of Directors for approval. After the Responsibility Statement has been signed, the financial statements, footnotes and the independent auditor's report are made public on PDP. Historic financial statements and footnotes are available on Koç Holding A.Ş. Investor Relations website.

In addition to the information disclosed on financial statements, in order to allow investors to make sufficient analysis, additional information such as Koç Holding's stand-alone net cash position and FX position can be disclosed on investor presentations prepared for each reporting period. Also, summary financial indicators about the unlisted subsidiaries of Koç Holding with material effect on Koç Holding 's consolidated financial statements can be provided in the investor kits prepared on a semi-annual basis.

Annual and Interim Reports

The contents of the annual and interim reports are prepared as per international standards, CMB regulations and CMB corporate governance principles. Following preparation by the Investor Relations Department, the reports are submitted to the Board of Directors for approval and publicly disclosed on the website together with the financial statements. The annual report is available on the website in Turkish and English. Printed copies may also be obtained from Koç Holding A.Ş. Corporate Communications and Investor Relations departments. 

In addition, the quarterly interim reports are publicly disclosed via PDP and shared with the investors on the website in Turkish.

Corporate Web Site

Corporate Communications Department is responsible for coordinating the preparation of Koç Holding A.Ş.'s website. The content of the website is prepared in a way to provide various information that all stakeholders will find useful. A separate section is available for investor relations, the content of which is defined by the Investor Relations Department. This sections functions as a platform where detailed, comprehensive and up-to-date information used by the investors and analysts in conducting company valuations and monitoring the company and share price performance can be accessed. 

Investors can track the upcoming conferences and investor meetings that Koç Holding A.Ş. will attend on the website and the investor presentation that will be used in the meetings is published on the website on the day the conference starts, to ensure simultaneous information sharing with all parties. Furthermore, teleconferences are aired via web-casting to facilitate a wide participation and the replay and full transcript, including the Q&A session, is made available on the website thereafter. Most of the information on the website is available in both Turkish and English. In addition to current information, analyses, evaluations and historic information and statistics are also available. 

Announcements Pertaining To The Exercise Of Shareholder Rights

Within the scope of CMB regulations, shareholders are informed about the general assembly meetings, capital increases, dividend payments, mergers and split-offs through the use of prospectus and announcements disclosed on PDP. 

The subject documents are published on Koç Holding A.Ş. website, in addition to the media foreseen in the regulations, to facilitate easy access to investors.  

Forward Looking Statements

Koç Holding discloses Forward Looking Statements in line with the following principles:

  • Forward looking statements along with their main underlying assumptions shall be disclosed maximum four times within a year, in principle following the disclosure of quarterly financial statements.
  • The disclosure shall be disseminated through investor presentations or quarterly activity reports both of which are published on PDP and on the company web site or by means of a material event disclosure if deemed necessary.
  • In case the disclosed expectations change materially, in other words the expectations and assumptions expressed in the forward-looking statements disclosed to the public are not realized or turn out to be impossible to be realized, the revised expectations are disseminated to the public through material event disclosures without any limitation in terms of the number of the disclosure.
  • In case material discrepancies arise between the expectations disclosed and the realizations, the reasons of those discrepancies are also explained in the forward looking statements.
  • Forward looking statements may include, but are not limited to, forecasts of investments, sales, profitability rates, foreign sales and exports.