DATE: January 8, 2004

Transcription

1 DATE: January 8, 2004 KCHOL The letter dated January 8, 2004 of Koç Yatırım Menkul Değerler A.Ş. related to Koç Holding A.Ş. is as follows. Re: Statement made in accordance with Communiqué Series VIII, No. 39 of the Capital Markets Board. A special circumstances statement having been made in the August 21, 2001 daily bulletin and permission for the sale of the 202,253,316 shares owned by İnan Kıraç of Koç Holding A.Ş., a public company, having been granted by virtue of the resolution of the Capital Markets Board on September 12, 2001, No. OFD 2162, a sale and purchase transaction under special instructions has been undertaken in order to bring these shares into circulation. In keeping with the principles set forth by the said communiqué, we submit to you, on behalf of our client, information regarding these procedures in the enclosed form. The sale and purchase transaction under special instructions was undertaken for 202,253,316 shares of Koç Holding A.Ş. on January 8, 2004 at a price of 24,000 TL. Detailed information regarding the transaction is enclosed. DATE: January 14, 2004 KCHOL Koç Holding A.Ş. s letter of January 14, 2004 is as follows. Re: Statement made in accordance with Communiqué Series VIII, No. 39 of the Capital Markets Board. By virtue of the resolution of the Board of Directors of Koç Holding on January 14, 2004, it has been decided that in accordance with the Communiqué of the Capital Markets Board, Series XI, No. 25 on Accounting Standards in the Capital Market, as from December 31, 2003, the financial statements of our company shall be prepared in conformity with the system of International Financing Reporting Standards (IFRS). DATE: January 16, 2004 KCHOL Koç Holding A.Ş. s letter of January 16, 2004 is as follows. By virtue of the resolution of the Board of Directors of Koç Holding A.Ş. on January 16, 2004, No. 2, it has been decided that registered shares of Garanti Balfour Beatty İnşaat Sanayi ve Ticaret A.Ş., of a nominal value of TL 1,222,439,396,000 owned by our company be sold to M. Şükrü İlkel at a price of TL 225,945,506,303. Hence, our pre-sale shareholding of 18.52% shall have fallen to 0% after the sale. DATE: January 19, 2004 KCHOL Koç Holding A.Ş. s letter of January 19, 2004 is as follows. By virtue of our Company s Board of Directors resolution of January 16, 2004, No. 2, and i it has been decided that 1,222,439,396 registered shares of Garanti Balfour Beatty İnşaat Sanayi ve Ticaret A.Ş. belonging to our company, of a nominal value of TL 1,000 each, and representing a total of TL 1,222,439,396,000 be sold, in consideration of the company s current business, its losses, the circumstances of the construction market and the risks of ongoing business, to M. Şükrü İlkel at a price of TL each, at a total of TL 225,945,506,303, the amount of TL 42,559,739,896 of this total to be paid in advance and the remainder to be collected in DATE: January 21, 2004 KCHOL Koç Holding A.Ş. s letter of January 21, 2004 is as follows. A syndicated loan agreement to the amount of USD 100 million has been signed between Koç Holding A.Ş. and 9 international banks to be used in meeting the credit needs of Koç Holding and the Group companies. The loan is of a 2-year maturity and the interest rate is Libor %.

2 DATE: January 21, 2004 NEWS INFORMATION FROM TAKASBANK A.Ş.: KCHOL A credit entry has been made in member accounts on January 21, 2004 for bonus issue shares related to the procedures starting on January 19, 2004 for the increase of % in capital of KOÇ HOLDING A.Ş. DATE: February 18, 2004 KCHOL Koç Holding A.Ş. s letter of January 18, 2004 is as follows. The following appears in the letter of February 18, 2004 to our company from our shareholders Temel Ticaret ve Yatırım A.Ş., Nazar Dayanıklı ve Dayanıksız Sınai Mallar Pazarlama A.Ş. and the Koç Family on the subject of their shares being released for circulation: There is an intense demand from institutional investors abroad for the shares Koç Holding A.Ş., of which we are major shareholders If this demand is met, it is expected that market depth will increase and the market price of Koç Holding will be positively affected. For this reason, the necessary procedures have been initiated to allow shares of up to 3% of the paid-up capital Koç Holding A.Ş. to be offered for circulation so that foreign institutional investors may have the opportunity to purchase these shares. DATE: February 24, 2004 ANNOUNCEMENT FROM THE CHAIRMAN OF THE STOCK EXCHANGE: KCHOL A total of TL 18 trillion worth of shares at a nominal share price of TL 1,000 each (representing 2.28% of the capital) belonging to Koç Holding A.Ş. shareholders Temel Ticaret ve Yatırım A.Ş., Nazar Dayanıklı ve Dayanıksız Sınai A.Ş., Semahat ARSEL, Yıldırım Ali KOÇ, M. Rahmi KOÇ, Mustafa KOÇ and Suna KIRAÇ, shall be sold at TL 7,300 for each share, through the intermediaries Koç Yatırım Menkul Değerler A.Ş. (selling member) and Global Menkul Değerler A.Ş. (buying member) to Global Securities USA Inc., representing 24 foreign institutional investors, on February 26, 2004 between 11:00-12:00 hours at the Wholesale Sales Market (WSM). DATE: February 24, 2004 In accordance with Attachment-2 of CMB Communiqué, Series I, No. 26, the fact that the shares, which are to be sold on the Market for the first time, have been delivered to Takasbank A.Ş. on February 18, 2004 for safeguarding has been announced in the Daily Bulletin of the same date in the Takasback A.Ş. announcement section. The WSM procedure is of a character that will increase circulation. Detailed information on this matter is being published in the Attachment. KCHOL Koç Holding A.Ş. s letter of January 24, 2004 is as follows. As we have publicly announced with a special circumstances statement on January 14, 2004 in accordance with the Capital Markets Board Communiqué, Series XI, No. 25, our Company has taken the decision to adopt the International Financial Reporting Standards (IFRS) and to prepare all Financial Statements in conformity with International Financial Reporting Standards (IFRS) as from December 31, In addition, with its letter of February 18, 2004, Ref. No. 1496, the ISE has asked us to announce to the public whether our Company is required to prepare a consolidated Financial Statement. In accordance with this, our company, which will draw up its Financial Statements in conformity with IFRS, is required to prepare a Consolidated Financial Statement. DATE: February 24, 2004

3 KCHOL The letter of Koç Yatırım Menkul Değerler A.Ş., dated February 24, 2004, is as follows. Re: Application for a buying and selling transaction at the ISE Wholesale Sales Market (WSM). The following from among our clients have applied to us with the purpose of selling to Global Securities USA Inc., through the buyer s intermediary agency, Global Menkul Değerler A.Ş., the following Koç Holding A.Ş. shares (value specified for each), to be sold on the ISE Wholesale Sales Market: Temel Ticaret A.Ş., for shares at a nominal value of TL 11,500,.000,000.,000; Nazar Dayanıklı ve Dayanıksız Sınai A.Ş., for shares at a nominal value of TL 100,000,000,000; M. Rahmi Koç, for shares at a nominal value of TL 1,300,000,000,000; Semahat S. Arsel, for shares at a nominal value of TL 1,600,000,000,000; Suna Kıraç, for shares at a nominal value of TL 1,500,000,000,000; Mustafa V. Koç, for shares at a nominal value of TL 1,000,000,000,000; and Yıldırım Ali Koç, for shares at a nominal value of TL 1,000,000,000,000, representing a total nominal value of TL 18,000,000,000,000. The shares mentioned correspond to 2.28% of Koç Holding A.Ş. capital. Our customers have requested in the sale instructions addressed to us that the transactions be undertaken on the ISE Wholesale Sales Market (WSM), that the transaction price be determined according to the realistic transaction price calculation method specified in the WSM s operational principles, namely that the price be within the price range determined by applying plus/minus 20% to the base price calculated from the rounding off to the closest price of the weighted average of prices formed in the last 15 days starting back from the date of the application, that each share of TL 1,000 nominal value be priced at TL 7,300 and that securities and cash settlement transactions be carried out outside the stock exchange. We request that the procedures be started to obtain your approval for the above transactions, which will be carried out on the ISE WSM on February 26, DATE: February 26, 2004 KCHOL The letter of Koç Yatırım Menkul Değerler A.Ş. dated February 26, 2004 concerning Koç Holding A.Ş. is as follows. The sales transaction at WSM of Koç Holding A.Ş. shares amounting to a total nominal value of TL 18 trillion and belonging to our customers Temel Ticaret ve Yatırım A.Ş., Nazar Dayanıklı ve Dayanıksız Sınai A.Ş., Semahat S. Arsel, Yıldırım Ali Koç, M. Rahmi Koç, Mustafa V. Koç and Suna Kıraç was completed on February 26, We submit to you the information regarding these transactions on behalf of our customer on the enclosed forms in accordance with the above mentioned communiqué. DATE: March 22, 2004 KCHOL Koç Holding A.Ş. s letter of March 22, 2004 is as follows. MAALT Our statement with regard to the interview published in the March 21, 2004 issue of the magazine Ekonomist: The merger of the companies of our group, Tütaş Türk Turizm A.Ş. and Mares Marmaris Altınyunus Turistik Tesisler A.Ş. on the basis of the company results as of December 31, 2003 has been announced to you with the special circumstances statement dated December 8, 2003 of Mares Marmaris Altınyunus Turistik Tesisler A.Ş. and resolved at the General Assembly of Mares Marmaris Altınyunus Turistik Tesisler A.Ş. on December 26, The expansion of the range of products mentioned in the said article is among the business goals of the company concerned. The other comments appearing in the article about organizational changes and public offerings are the author s own interpretation. There is no board of directors resolution on these subjects. If, in future, there should be a decision taken in this direction, you will be duly informed. DATE: March 24, 2004 KCHOL Koç Holding A.Ş.'s response of March 24, 2004 to the request of the Stock Exchange Chairmanship for a clarification of reports in the press is as follows. Our statement on the news story under the heading, "Koç puts İzocam for sale on the market". There is no resolution of the board of directors to this effect.

4 DATE: March 26, 2004 KCHOL Koç Holding A.Ş. s letter of March 26, 2004 is as follows. The resolution of the Koç Holding A.Ş. Board of Directors adopted on March 26, 2004 is below: It has been decided that C-group shares, corresponding to a nominal value of TL 11,747,963,490,000 owned by Koç Holding A.Ş. out of the paid-up capital of TL 47,000,000,000,000 of Türk Traktör ve Ziraat Makineleri A.Ş. be offered for sale to the public through a consortium organized under the leadership of Koç Yatırım Menkul Değerler A.Ş., that the contracting agreements related to this sale be signed with the intermediary agencies and that other necessary procedures for this transaction be undertaken. Koç Holding A.Ş. is thus making a public offering of 25% of Türk Traktör ve Ziraat Makineleri A.Ş. shares. DATE: March 30, 2004 KCHOL Koç Holding A.Ş. s letter of March 30, 2004 is as follows Koç Holding has decided to start negotiations to sell the shares of the Koç Group in the Tekersan Jant Sanayi A.Ş., a Koç Group company, to its partner Michelin Kronprinzwerke GmbH. DATE: March 31, 2004 KCHOL The letter of İnan Kıraç dated March 31, 2004 concering Koç Holding A.Ş. is as follows. The sales transaction of 255,000,000 Koç Holding A.Ş. shares at TL 8,000 per share was undertaken by me on March 29, Details of the transaction are attached. DATE: April 12, 2004 KCHOL The resolution of the Koç Holding A.Ş. Board of Directors adopted on April 12, 2004 is as follows. Our Board of Directors has examined the consolidated financial tables as of December 31, 2003 and the independent audit report drawn up and signed on April 12, 2004 by Başaran Nas Serbest Muhasebeci Mali Müşavirlik (a member of PricewaterhouseCoopers) A.Ş. and has established that the report does not contain any information contrary to the facts or any deficiency that may be misleading as of the date it has been drawn up. It consequently having been determined that, for the period to which the report applies, the financial tables and other information contained in the report correctly reflect the corporation s financial state and operations, the report has been duly accepted. It has been decided that the Independent Audit Report drawn up by our Independent Auditor Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) be sent to the Capital Markets Board and to the Istanbul Stock Exchange for publication in accordance with the decision of June 5, 2003, No. 29/692 of the Capital Markets Board. DATE: April 12,2004 KCHOL It has been announced that the Ordinary General Assmbly of Shareholders for 2003 of Koç Holding A.Ş. will be held on Thursday, April 29, 2004 at 16:00 hours at the Company Headquarters located at Azizbey Sokak, No:1, Nakkaştepe, Kuzguncuk, İstanbul. DATE: April 20,2004 KCHOL Koç Holding A.Ş. s letter of April 20, 2004 is as follows. By virtue of Resolution No. 9 of the Board of Directors adopted on April 20, 2004, it has been decided that:

5 DATE: April 21, TL 40,474,386,098,856 set aside as first dividend and TL 2,172,113,901,144 set aside as second dividend from profit for 2003, amounting to total dividends of TL 42,646,500,000,000, be distributed in cash to our shareholders, that after payment of TL 1,451,446,869,954 is made to the Pension and Assistance Fund Trust and of TL 3,916,418,164,806 to dividend right certificate holders is made and legal reserves set aside, the remaining amount be set aside as extraordinary reserves; 2. in accordance with the regulations published by the Capital Markets Board on Capital Markets Independent External Auditing and in keeping with international financial reporting standards, Başaran Nas Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member of PricewaterhouseCoopers) be assigned to be our company s auditor for the account periods between January 1, 2004-December 31, 2005, this assignment to be presented for approval at the Ordinary General Meeting of Shareholders on April 29, KCHOL Koç Holding A.Ş. s letter of April 21, 2004 is as follows. A supplementary statement concerning item 1 of the Special Circumstances statement of April 20, 2004 is as follows. The dividend to be paid out to each 1,000-lira share is 54 liras and shall be paid out as gross=net subsequent to approval of the General Assembly 1. DATE: April 30, 2004 ANNOUNCEMENT FROM THE CHAIRMAN OF THE STOCK EXCHANGE: KCHOL The transaction of Koç Holding A.Ş. (KCHOL.E) shares on the Domestic Market have been temporarily stopped as of the first session on April 30, 2004 so that the results of the Ordinary General Meeting of Shareholders held on April 29, 2004 can reach our Exchange and be announced to the public as per Article 25/a of Equity Market Regulations. The shares were put up for transaction on the same day as from 10:15:00 hours after the announcement is made. DATE: April 30, 2004 KCHOL Koç Holding A.Ş. s letter dated April 30, 2004 is as follows. A copy of the minutes of the Ordinary General Meeting of Shareholders of Koç Holding A.Ş. held on April 29, 2004 and a copy of the list of those present have been enclosed. As can be seen from the minutes of the meeting: 1- The consolidated financial tables for 2003 that have been prepared in conformity with International Financial Reporting Standards (IFRS) in accordance with the Capital Markets Board s Communiqué, Series XI, No. 25 on Accounting Standards in the Capital Market and audited by Independent Auditors as well as the financial tables prepared according to the historical cost convention exclusively (1) to fulfill the obligations of domestic and international credit agreements, (2) to be used in future credit negotiations with banks in or outside of the country, and (3) to be presented to the Turkish tax authorities, have been read and accepted. 2- The Board of Directors and Auditors have been dizcharged from liability as regards operations during It has been unanimously decided that a total of TL 42,646,500 million, of which TL 40,616,626 million out of extraordinary reserves set aside before and TL 2,029,874 million out of exceptional earnings within extraordinary reserves set aside during , be distributed out of the eranings of 2003 as first and second dividends on a cash basis (gross=net) at TL 54 per share and that the distribution take place on May 31, The following have been elected to the Board of Directors for a term of one year: Semahat S. Arsel, Rahmi M. Koç, Suna Kıraç, Mustafa V. Koç, M. Ömer Koç, Temel Atay, F. Bülend Özaydınlı, İnan Kıraç, Hasan Subaşı, Prof. Dr. H. Yavuz Alangoya, Helmut Oswald Maucher, W. Wayne Booker, John H. McArthur and Alessandro Profumo. 5- Nevzat Tüfekçioğlu has been appointed Auditor and Samim Şeren as Substitute Auditor. The minutes of the General Meeting are attached. The minutes include the following: the appointment of the Independent Auditing company, Başaran Nas Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) by the Board of Directors for the auditing of the company s operations and accounts for the years has been approved, and that information was given to the General Assembly about tax-free donations made by the company management for social aid purposes to foundations and associations in the amount of TL

6 5,504,939,813,114. DATE: April 30, 2004 KCHOL Koç Holding A.Ş. s letter of April 30, 2004 is as follows. At the meeting of the Koç Holding A.Ş. Board of Directors on April 29, 2004 : As a result of the distribution of duties effected in the Board of Directors, it was decided that Mustafa V. Koç would be appointed President, Suna Kıraç and Temel Atay Vice-Presidents and that Temel Atay, John H. McArthur and Hasan Subaşı would be appointed Members of the Board in Charge of Auditing within the scope of the CMB s Communiqué X/19. DATE: April 30, 2004 KCHOL Koç Holding A.Ş. s letter of April 30, 2004 is as follows. By virtue of the resolution of the Board of Directors on April 30, 2004: it has been decided that İbrahim Tamer Haşimoğlu be appointed Strategic Planning Group Chairman and Erol Memioğlu Energy Group Chairman, effective as of April 30, DATE: May 10, 2004 KCHOL It has been announced that Koç Holding A.Ş. will be distributing profit shares for 2003 in return for 2003 profit share coupons between May 31, 2004-December 31, 2004 at the addresses below and that distribution thereafter will be made on Thursdays at the company headquarters. Places of Application: Koç Menkul Değerler Headquarters, Harbiye, İstanbul Koçbank A.Ş., all branches DATE: May 17, 2004 KCHOL Koç Holding A.Ş. s letter of May 17, 2004 is as follows. Re: Statement made in accordance with Communiqué, Series VIII, No. 39 of the Capital Markets Board. In accordance with the agreement signed on November 17, 2000 with the Norwegian Statoil company, two companies have been established under the names of Koç Statoil Gaz Toptan Satış A.Ş. and Koç Statoil Gaz İletim A.Ş. Koç Holding A.Ş. is not an equity participator in these two new companies. The Koç Group shareholders of these two newly formed corporations from the Koç Group are Birleşik Oksijen Sanayi A.Ş., Mogaz Petrol Gazları A.Ş., Bursa Gaz ve Ticaret A.Ş. and Demir Export A.Ş. DATE: June 3, 2004 NEWS INFORMATION FROM TAKASBANK A.Ş.: KCHOL A credit entry has been made in the free current accounts of members KOÇ HOLDING A.Ş. at our bank on June 3, 2004 for the 5.4% dividend distribution initiated on May 31, DATE: July 14, 2004

7 KCHOL Koç Holding A.Ş. s letter of July 14, 2004 is as follows. By virtue of the resolution of the Board of Directors of Koç Holding A.Ş. adopted on July 13, 2004, No. 15, it has been decided that 2,552,000 shares at a nominal value of TL 2,552,000,000,000 of TNT Lojistik ve Dağıtım Hizmetleri A.Ş., a company in which we participate, will be sold, to TNT Logistics Holdings B.V. at a total price of Euros 2,376,000, on the condition that the necessary permissions are obtained from the authorities concerned,. DATE: July 27, 2004 KCHOL Koç Holding A.Ş. s letter of July 27, 2004 is as follows. Koç Holding A.Ş. today signed an agreement for the sale of Koç Group shares in the Group company Tekersan Jant Sanayi A.Ş. to its shareholder Michelin Kronprinzwerke GmbH. The sales price of the 62.68% shares belonging to the Koç Group is Euros 2,164,938. Shares, at a nominal value of TL 777,725,520,000, corresponding to 33.09% share of Koç Holding A.Ş., were sold to the above-named company for Euros 1,142,987. The sales procedure will be completed following the obtaining of the necessary permissions. KCHOL Koç Holding A.Ş. s letter of July 30, 2004 is as follows. TTRAK By virtue of the resolution of the Board of Directors of Koç Holding A.Ş. on July 30, 2004, No. 17, it has been decided that the profit to the amount of TL 84,049,868,395,689 arising from the sale of Türk Traktör ve Ziraat Makineleri A.Ş. shares be added to the capital in accordance with Provisional Article 28 of the Corporate Tax Law and that the necessary procedures be initiated in respect to this. KCHOL The transaction of Koç Holding A.Ş. (KCHOL.E) shares on the Domestic Market have been temporarily stopped as of the first session at 10:18:23 hours on September 7, 2004 in accordance with Article 25/a of Equity Market Regulations and on the basis of information provided by a data publishing institution concerning profit figures of the company on the financial tables of June 30, 2004 not publicly disclosed. The shares will be reopened for transaction on September 8, 2004 following the publication of the said financial tables in the Daily Bulletin of September 7, KCHOL Koç Holding A.Ş. s letter of September 10, 2004 is as follows. SAHOL The decision of Koç Holding A.Ş. and Hacı Ömer Sabancı Holding A.Ş. to join forces and act together in the privatization procedures of Türk Telekom had been announced to the public in our special circumstances statement of September 22, We are continuing to work toward the realization of this goal.

8 KCHOL HABER: KCHOL Koç Holding A.Ş. s letter of October 4, 2004 is as follows. Effective as of January 1, 2005, H. Hasan Yılmaz Gıda shall be leaving his post as Food, Retailing and Tourism Group President of his own will. As of October 4, 2004, K. Ömer Bozer has been appointed to the position of Food, Retailing and Tourism Group Co-President, Mr. Bozer will also be keeping his position as Migros A.Ş. General Manager. Koç Holding A.Ş. s letter of October 8, 2004 is as follows. Koç Holding A.Ş. has taken a decision to start negotiations to sell the Koç Group shares in the Group Company, Mako Elektrik Sanayi ve Ticaret A.Ş. to Mako s foreign shareholder Magneti Marelli Holding S.p.A.. KCHOL MAALT Koç Holding A.Ş. s letter of October 12, 2004 is as follows. The shares of Marmaris Altınyunus Turistik Tesisler A.Ş. owned by our company amounting to a nominal value of TL 260,884,850,000 will be sent to the İMKB Takas ve Saklama Bankası A.Ş. (the ISE Clearing and Deposit Bank) in order to be sold on the stock exchange within 3 months." DATE: October 12, 2004 KCHOL Koç Holding A.Ş. s letter of October 12, 2004 is as follows. Re: Circular of October 1, 2004, No We herewith declare that all problems relating to the transition to the New Turkish Lira in connection with our company s information system applications and with our accounting systems that have to do directly or indirectly with our stock market activities have been solved, 100% conformity having been achieved, and that we are responsible for all statements made to this effect. The Monthly State Form is enclosed. KCHOL Koç Holding A.Ş. s letter of October 26, MAALT It has been decided that the Marmaris Altınyunus Turistik Tesisler A.Ş. (MAALT) shares in our company portfolio corresponding to 4.73% of its capital and at a nominal value of TL 260,884,850,000,- be sold to Turkisfund Equities at the ISE Wholesale Sales Market through the intermediary Koç Yatırım Menkul Değerler A.Ş. (selling member) and İş Yatırım Menkul Değerler A.Ş. ( buying member), each share at a nominal value of TL 1,000 being sold at a price of TL 2,980 on the basis of WSM transaction price evaluation, and that Fevzi Bülent Özaydınlı and Rüşdü Saraçoğlu be authorized to carry out this sale of shares. DATE: October 26, 2004

9 MAALT KCHOL The letter of Koç Yatırım Menkul Değerler A.Ş. dated October 26, 2004 is presented below. Re: Application to the ISE Wholesale Sales Market for a buying-selling transaction. Shares of Mares Marmaris Altınyunus Turistik Tesisler A.Ş. (MAALT) held by one of its major shareholders, Koç Holding A.Ş., corresponding to 4.73% of MAALT capital and at a total nominal value of TL 260,.884,850,000 shall be sold on the Wholesale Sales Market (WSM) to the buyer Türkisfund Equities at a price of TL 2,980 for each share of nominal value of TL 1,000 through the intermediaries Koç Yatırım Menkul Değerler A.Ş. (selling member) and İş Yatırım Menkul Değerler A.Ş. (buying member). The said shares have been deposited with Takasbank A.Ş. on October 15, 2004 for safekeeping for the purpose of their initial sale on the Stock Exchange as per CMB Communication, Series I, No. 26, Attachment 2, and the sales transaction has been publicized in the Takasbank A.Ş. announcements section in the October 18, 2004 issue of the Stock Exchange Daily Bulletin. It is expected that the shares to be sold on the WSM in this framework will have acquired the status Traded on the market as of October 28, The sales transaction is set for November 1, The price of each share in the said transaction has been established according to the realistic transaction price calculation method that is a part of WSM s operational principles, such that in WSM transactions on the Stock Exchange carried out for joint shareholdings that do not lead to changing of company management, the base price is calculated as from the application date to the rounding off to the closest price of the weighted average of prices formed in the last 10 days going back from the last business day of the previous week. The transaction price has been freely determined in the price range of +/- 20%. The buying and selling parties shall undertake the clearance transaction at Takasbank A.Ş. within the frame of the Stock Exchange. There is no record of any transfer of any pledge, attachment, collateral, etc. that may obstruct the transfer or sale of the said shares. DATE: October 28, 2004 DATE: November 1, 2004 KCHOL Koç Holding A.Ş. s letter of November 1, 2004 is as follows. In accordance with the resolution of our Board of Directors on July 13, 2004, No. 2004/15, it has been decided that the profit of TL 203,275,337,810 stemming from the sale on November 1, 2004 of the shares of an equity participation of ours, TNT Lojistik ve Dağıtım Hizmetleri A.Ş., at a nominal value of TL 2,552 billion, to TNT Logistics Holding B.V. for a price of Euros 2,376,000 be added to capital as per Provisional Article 28 of the Corporate Tax Law, and that the necessary procedures be initiated in connection with this. ANNOUNCEMENT FROM THE CHAIRMAN OF THE STOCK EXCHANGE: MAALT The sale of the shares of Marmaris Altınyunus Turistik Tesisler A.Ş. (Company) belonging to one of its KCHOL major shareholders Koç Holding A.Ş., amounting to a nominal value of TL 260,884,850,000 (4.73% of company capital)) to Türkisfund Equities, each share at a nominal value of TL 1,000 being sold at a price of TL 2,980 each, will take place on November 1, 2004 through the intermediaries Koç Yatırım Menkul Değerler A.Ş. (selling member) and Iş Yatırım Menkul Değerler A.Ş. (buying member) at the Wholesale Sales Market (WSM). DATE: November 23, 2004 The shares to be sold have been deposited with Takasbank A.Ş. for safekeeping for the purpose of their initial sale on the Stock Exchange as per Attachment 2 of the CMB s Communication, Series I, No. 26 on the Registration of Shares and Principles of Sale, pertinent information on the matter having been announced in the announcements section belonging to Takasbank A.Ş. in the October 18, 2004 issue of the Stock Exchange Daily Bulletin. Detailed information can be found in the attachment. KCHOL Koç Holding A.Ş. s letter of November 23, 2004 is as follows. Because the footnotes in our financial tables, drawn up according to IFRS on June 30, 2004, do not include recorded and adjusted values of the items in equity capital, nor inflationary differences, it has been deemed necessary to make a special circumstances statement concerning the adjustment differences in equity capital as of June 30, The details of the items included in equity capital as on June 30, 2004 have been listed below in bllions of TL Capital

10 Emission Premium 32 Statutory Reserves Extraordinary Reserves Equity Capital Inflationary Adjustment Differences Foreign Exchange Conversion Differences Risk Protection Total Losses Net Profit Previous Years Profit Equity Capital Total The indexed values for Capital, Emission Premiums, Statutory Reserves and Extraordinary Reserves as of June 30, 2004 are seen below in billions of TL. Historical Indexed Value values Capital Emission Premium Legal Reserves Extraordinary Reserves Inflationary Adjustment Difference DATE: November 26, 2004 KCHOL Koç Holding A.Ş. s letter of November 26, 2004 is as follows. In accordance with the sales agreement of July 27, 2004, the shares of the Koç Holding A:Ş. Group company, Tekersan Jant Sanayi A.Ş., belonging to the Koç Group have been sold to Michelin Kroprinzwerke GmbH, a shareholder of the company, and 1/3 of the total sales value amounting to Euros 380, has been collected. DATE: December 6, 2004 KCHOL Koç Holding A.Ş. s letter of December 6, 2004 is as follows. In connection with the privatization by the Privatization Administration Chairmanship of the 20-year operational rights of Vehicle Inspection Stations, the Koç Group (Koç Holding A.Ş., 99%, İDEA İnceleme Danışmanlık Eğitim Merkezi A.Ş., 0.5%, Beko Ticaret A.Ş. 0.5%) will has decided to participate as a consortium the tenders that will be held in two separate regions with this purpose, because of the nature of the business as a consumer-friendly endeavor, because it parallels our strategic goals, because of our Group s widespread dealer network and our capability of rapidly transferring this business to suboperators all over Turkey, thereby using our potential to create a high degree of synergy, It has also been decided that in the event that the group wins one or both of the tenders, a shareholding will be established in the new company to be formed, and that Rüştü Saraçoğlu, İbrahim Tamer Haşimoğlu and M. Sait Tosyalı will be authorized to act/sign in groups of two in the tenders to be held in two separate regions on behalf of Koç Holding as the representative of the consortium and to prepare and participate in auctioning or underbidding or bargaining, make initial payments, deposit or withdraw collateral, draw up and sign agreements. DATE: December 16, 2004 KCHOL Koç Holding A.Ş. s letter of December is as follows. BEKO In connection with the increase of 57 trillion liras in the capital of Beko Elektronik A.Ş. to 174 trillion liras, it has been decided that our company make use of its rights of preemption to contribute to the increase in capital in an amount corresponding to our shareholding, making a cash payment of TL 28,600,021,725,000.

11 DATE: December 20, 2004 KCHOL Koç Holding A.Ş. s letter of December 20, 2004 is as follows. There are no developments in connection with the companies active in Koç Holding A.Ş. or in the Koç Group that warrant a special circumstances statement regarding news stories appearing in the press. DATE: December 22, 2004 KCHOL Koç Holding A.Ş. s letter of December 22, 2004 is as follows. MIGRS There have been various reports in the press to the effect that there are negotiations for a partnership taking place between one of the Koç Group companies, Migros Türk T.A.Ş., and Wal-Mart. As we have stated in our communication of December 20, 2004, there is no development that warrants a special circumstances statement at this time. DATE: December 23, 2004 KCHOL Koç Holding A.Ş. s letter of December 23, ) The decision has been taken to accept the sale of 1,320,000,000 shares of one of our participations, Mako Elektrik Sanayi ve Ticaret A.Ş., at a total nominal value of TL 6,600,000,000,000 for a TL price corresponding to Euros for each 5,000-lira share and totalling Euros 12,000,000 to Magnetti Maralli S.p.A.or to a candidate indicated by Magnetti Maralli S.p.A.. In connection with the sale of the shares of our participation Mako Elektrik Sanayi ve Ticaret A.Ş., it has been decided that Fevzi Bülent Özaydınlı and Rüşdü Saraçoğlu be authorized to represent the name and account of our company in the signing of all kinds of share sales agreements, documents, share transfer agreements, their attachments (contract) and all other documents related to such contracts to be signed between the parties concerned and in all procedures and matters related to the execution of the above. 2) In accordance with Paragraph 2 of Section 330 of the Turkish Commercial Code, the resolution below has been signed by the members of the board of directors. It has been decided that the profit to the amount of TL 446,826,137,682 arising from the sale of Tekersan Jant Sanayi A.Ş. shares be added to capital as per Provisional Article 28 of Corporate Tax Law and that the necessary procedures be started in this respect. KCHOL Koç Holding A.Ş. s letter of December 27, 2004 is as follows. It has been decided that the whole of C-Group Shares of Koç Finansal Hizmetler A.Ş., amounting to 2,194,200,000 shares at a nominal value of TL 1,000 each and a total nominal value of TL 2,194,200,000,000, be purchased for a price of TL 5,800,000,000,000, from Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş.. ANNOUNCEMENT FROM THE CHAIRMAN OF THE STOCK EXCHANGE: KCHOL The transaction on the Domestic Market of Koç Holding A.Ş. (KCHOL.E) and Migros Türk T.A.Ş. MIGRS (MIGRS.E) shares were temporarily stopped before the second session of December 29,.2004 due to the request of the Chairmanship of the Stock Exchange in accordance with Article 25/a of Regulations on the Equities Market for a statement from the companies on the subject of the reports published by data publishing companies. The transaction of the shares was resumed on the same day as from 15:45:00 following the statement made by the companies concerned.

12 DATE: December 29, 2004 KCHOL The letter of Koç Holding A.Ş. dated December 29, 2004 in response to the request for a statement by MIGRS the Chairmanship of the Stock Exchange is as follows. As an enterprise of the Koç Group that is a leader of the Organized Retailing Sector in Turkey and an effective participator in the enterprises of neighboring countries, it is natural that Migros Türk T.A.Ş. should, by virtue of its position, have discussions with leading enterprises in the international retailing market. The discussions held with one of the largest retailers in the world, Wal-Mart, have been of such a nature and do not warrant a special circumstances statement addressed to your Board. DATE: December 30, 2004 KCHOL Koç Holding A.Ş. s written communication of December 29, 2004 is as follows. At the meeting of the Board of Directors of Koç Holding A.Ş. on December 29, 2004, the following were decided: 1- It has been deemed appropriate that the capital of our company, which has a registered ceiling of 1 quadrillion liras and which has been increased to 789,750 billion liras, be increased by %, or 210,250 billion liras, to 1 quadrilion liras through internal resources and capitalization issue. In connection with this increase: An amount of 84,699,970,371,181 out of the increase of 210,250 billion liras shall be paid out of profit from sales of shares according to Provisional Article 28 of the Corporate Tax Law and an amount of 125,550,029,628,819 liras out of the equity capital adjustment difference account; For the capitalization issue corresponding to the increase of 210,250 billion liras, a portion amounting to 56,418,668,964,000 liras of Series No. 22 shares shall be issued as A Group registered shares and a portion amounting to 153,831,331,036,000 liras shall be issued as B group bearer shares; The capitalization issue shares shall be distributed against presentation of the new share coupon No. 11 corresponding to the increase of % in capital to 789,750 billion lira (a lira share and a fraction receipt in return for a 1,.000-lira share). 2- It has been decided that the earnings to the amount of 1,430,849,037,942 liras of Tekersan Jant Sanayi A.Ş. from forward sales, which will be collected in upcoming years, be added to the capital of the company as of the years in which the collection is to be made, in accordance with Provisional Article No. 28 of Corporate Tax Law.