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General Assembly Invitation
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Agenda Items
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1 - Opening and election of the Chairman of the Meeting
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2 - Presentation, discussion and approval of the Annual Report of the Company prepared by the Board of Directors for the year 2025
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3 - Presentation of the summary of the Independent Audit Report for the year 2025
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4 - Presentation, discussion and approval of the Financial Statements of the Company for the year 2025
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5 - Discussion and approval of the 2024 TSRS Compliant Sustainability Report
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6 - Approval of the change made in the Board of Directors during the year pursuant to Article 363 of the Turkish Commercial Code,
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7 - Release of each member of the Board of Directors from liability for the Company's activities for the year 2025
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8 - Approval, approval with amendment, or rejection of the Board of Directors' proposal on the dividend distribution for the year 2025 and the distribution date
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9 - Determining the number of the members of the Board of Directors and their terms of office, election of the members of the Board of Directors in accordance with the newly resolved number, and election of the Independent Board Members
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10 - Presentation to the shareholders and approval of the "Remuneration Policy" for the members of the Board of Directors and the Senior Executives and the payments made on that basis in accordance with the Corporate Governance Principles
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11 - Determining the annual gross salaries to be paid to the members of the Board of Directors
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12 - Approval of the appointment of the Independent Audit Firm as selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board and the Turkish Public Oversight, Accounting and Auditing Standards Authority's regulations
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13 - Informing the shareholders on the donations made by the Company in 2025 and determining an upper limit for donations for the year 2026 within the scope of the Company's Donation and Sponsorship Policy
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14 - Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favour of third parties in the year 2026 and of any benefits or income thereof in accordance with the Capital Markets Board regulations
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15 - Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2025 pursuant to the Corporate Governance Communiqué of the Capital Markets Board
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16 - Wishes and observations
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Corporate Actions Involved In Agenda
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General Assembly Results
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Decisions Regarding Corporate Actions
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Additional Explanations
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Koç Holding A.Ş.'s Ordinary General Assembly Meeting was held today at 16:00.
The major resolutions adopted at the meeting are as follows:
- Financial statements and the annual report for 2025, and the 2024 TSRS Compliant Sustainability Report were approved.
- Directors were released separately and individually from their liabilities in connection with 2025 accounts and activities of the Company.
- The Board of Directors' proposal on distribution of TL 17,320,183,681.50 gross dividend to shareholders, TL 656,211,182.93 payment to usufruct certificates holders and TL 25,000,000 payment to the Koç Holding Foundation for Pensions and Assistance, amounting to a total of TL 18,001,394,864.43 to be paid in cash starting from 25 March 2026 has been approved.
- Total number of Directors was determined as 11, together with 4 independent directors. The general assembly elected Mr. Mustafa Rahmi Koç, Mr. M. Ömer Koç, Mr. Yıldırım Ali Koç, Ms. Semahat Sevim Arsel, Ms. Caroline Nicole Koç, Ms. İpek Kıraç and Mr. Levent Çakıroğlu as members of the Board of Directors; and Mr. Peter Martyr, Mr. Ömer Önhon, Mr. Kudret Önen and Mr. Umran Savaş İnan as independent members of the Board of Directors to take office for one year until the general assembly meeting for 2026 operations.
- Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of 2026 financial reports and 2026 sustainability reports to be prepared in accordance with the Turkish Sustainability Reporting Standards.
Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.
This statement has been translated into English and simultaneously announced for informational purposes. In the event of any discrepancy between the Turkish and the English versions, the Turkish version shall prevail.
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