Emek Elektrik Endüstrisi A.Ş. Briefing Policy

1. Purpose

The purpose of the Emek Elektrik Endüstrisi A.Ş. briefing policy is to establish a transparent and close communication with the shareholders of the Partnership and in order to provide complete, clear and equal briefing in the public regarding the Partnership, to announce the goals, except the one in commercial secret status, vision and mission, issues that are deemed important to affect the decision making processes for the current and potential investors and the results of the activity periods under the provisions of the Capital Market Legislation of the Partnership in a complete, just, accurate, timely and understandable, objective and comprehensive manner and to share this information with the shareholders, investors and capital market authorized institutions and individuals.

Emek Elektrik Endüstrisi A.Ş. follows the Capital Market Board (SPK) and Istanbul Stock Exchange (İMKB) regulations and show maximum care for the principles given in the SPK Corporate Management Guidelines to be realized.

The Briefing Policy covers all the employees and consultants of Emek Elektrik Endüstrisi A.Ş. and regulates the written and oral communication of Emek Elektrik Endüstrisi A.Ş. with the capital market participants.

2. Authority and Responsibility

The Briefing Policy is approved by the Board of Directors in line with the SPK Corporate Management Guidelines.

Monitoring, supervision and updating of the Briefing Policy is under the authority and responsibility of the Board of Directors.

The Briefing Policy is submitted for the information of the shareholders at the General Board meeting and announced on the website in its up-to-date form.

3. Methods and Tools to be Used

Provisions and regulations of SPK and İMKB and Turkish Trade Law (TTL) being reserved, the methods and tools defined below can be used by  Emek Elektrik Endüstrisi A.Ş. for the purpose of briefing the public.

• Special status explanations communicated to İMKB (performed simultaneously with KAP Notifications),

• Financial statements and footnotes, independent audit reports, declarations and activity report periodically communicated to İMKB (performed simultaneously with KAP Notifications)

•  Announcements and publications through Turkish Trade Registry Gazette and daily local and/or national newspapers (written explanation, circulars, general board call etc.),
• Press declarations made via written and visual media,
• Explanations given to the date distribution institutions,
• Briefing meetings and communications performed face to face, in writing, over telephone and teleconference with the Capital Market participants,
• Corporate website (www.emek.com.tr)
• Explanations made over other personal or mass communication methods and tools.

4.  Public Announcement of Special Circumstances and Authorized Persons

Individuals Authorized to Perform Special Circumstance Disclosure

The special circumstance announcements of the Partnership are prepared by the Investor Relations. This unit is also assigned to supervise and monitor all kinds of matters related to public briefing. The special circumstance disclosures are performed by the authorized persons for representation and binding of the Partnership.

Public Announcement of Internal Information

Public announcement of the internal information is performed in accordance with the regulations of SPK regarding the public disclosure of special circumstances.

The special circumstance disclosures performed in accordance with the legislation by the Partnership are sent to the KAP system on electronic media conforming to the regulations and are announced on the website of the Partnership (www.emek.com.tr) at latest one workday after they are published by İMKB and public declaration is made, and are kept on this site for at least five years.

The information to be publicized via special circumstance disclosure is not notified to specific investments or related parties before the announcement.

Disclosures Regarding the Use of Partnership Rights

In case of finalization of the matters related to the subjects below via board of directors decrees, special circumstance disclosure is performed and this information are also published on the website of the Partnership:

• General board meeting date, time, place and agenda, how the general board participation rights shall be used, the liabilities of the persons wishing to participate in the general board or to vote in proxy,
• Discussion of the agenda items and out of agenda matters in the general board and finalizing the related decisions, general board not gathering, information on total share count and total voting rights,
• Announcements on profit distribution, new share issuance, assignment on capital increases, use of new share purchase right, cancellation of increased shares,

Measures Regarding the Provision of Confidentiality of the Internal Information until Public Disclosure

Partnership employees are briefed on their responsibility to keep the internal information they may possess that is not yet disclosed to public confidential and not to use the same in order to create benefit for themselves and third parties or not to disclose the same to third parties without authorization, during the performance of the duties regarding the Partnership or execution of the works and transactions in the name of the Partnership. In addition, a list of individuals who work in connection to the Partnership via an employment contract or other means and who have regular access to the internal information is kept by the Investor Relations in accordance with the SPK legislation and it is updated when a modification requires as such. The list of individuals with access to the internal information and the updates on the list are sent to SPK and İMKB when requested. Every person on the list are briefed on protection of the internal information and following the confidentiality rules during their duties.

Disclosure of the information to the lawyers, independent auditors, tax consultants, credit institutions, and financial service providers etc. who are subjected to confidentiality rules is not qualified as unauthorized disclosure provided that they need this information for the performance of their duties. For this purpose the receiving person should be bound under the liability of keeping the said information confidential in accordance with a legal regulation, a general contract or a special contract.

Besides the notifications indicated above, the written and oral information requests submitted by investors or any institution/person are assessed by the Investor Relations.

In the assessment conducted, whether the request, according to the context, is qualified as commercial secret and whether it may directly affect the investment decrees and capital market tools in the frame of Capital Market Board Communiqué on Guidelines on Disclosure of Special Circumstances to Public Serial VIII and no. 54.

Written and oral information requests are responded, positively or negatively, by the Investment Relations unit after the assessment and approval of the General Manager.

5. Public Disclosure of Financial Statements

The annual and interim financial statements of the Partnership and their footnotes are prepared in accordance with the Financial Reporting Standards issued by SPK. Before the financial statements are disclosed to public, they are presented to the board of directors for approval by the Accounting and Finance Department via taking the opinions of the responsible managers of the partnership and independent auditors regarding their conformity to the accounting principles issued by SPK, the reality and their accuracy, and attaching its own assessment.

The financial statements subjected to independent audits, together with the independent audit report, attached to a letter carrying the signature of the person authorized to represent and bind the independent audit institution, following the date the letter is received by the Partnership and the board of directors decree is taken regarding the submission of the financial statements by the Partnership to SPK and İMKB, whereas financial statements not subjected to independent audits, following the date the decree is taken by the Partnership board of directors on acceptance of the financial statements are sent to SPK and İMKB in order to be disclosed to public in accordance with the SPK and İMKB procedures until the end of the working hours on the first workday. During the declaration and announcement of the annual and interim financial statements and activity reports, the declaration of liability regarding the accuracy of these reports is also signed by the Partnership general manager and the head of the department responsible of the preparation of the financial statements and activity reports, and disclosed to public to be submitted to İMKB. The financial reports are also transferred on the electronic media as KAP notifications within due time in accordance with the SPK regulations.

After the annual and interim financial statements and activity reports  are publicized, they are published on the website of the Partnership (www.emek.com.tr) and are kept accessible to public for at least 5 years. These reports can also be requested from the Investor Relations.

The annual financial statements and activity reports, at least fifteen days before the annual ordinary general board meetings, are presented for review of the partners at the Partnership headquarters and on its website, and sent to partners upon request for such action.

The financial statements prepared by the Partnership in accordance with the other legislation are delivered to İMKB simultaneously with the related authorities.

6. Meetings and Discussions with Investors and Analysts

Investor Relations and board of directors are responsible for conducting the relations of Emek Elektrik Endüstrisi A.Ş. with current and potential shareholders regularly, for responding to the investor questions and conducting the works for increasing the company values.

All meeting requests from shareholders are responded positively and meeting possibility at highest level possible is granted.

Analyst reports are under the possession of the firm preparing the analyst report and cannot be used or published in anyway by the Partnership.

7. News on the Market and the Liability to Verify

Information is considered as an important and special information in case that a reasonable investor shall have a high probability to find that information important and special, and this information may affect the price of the capital market tools and/or the decision of the investor significantly.

The monitoring of the news and rumors on the media-press organs and websites is conducted by the Partnership. In principle Emek Elektrik Endüstrisi A.Ş. does not give any comments on the subjects in the scope of market rumors and speculations that are not considered as internal information and the information postponed for disclosure.

However, when it is determined that any important and special information that has not been publicized before is disclosed or when news and rumors that are not directly in relation with authorized persons and/or boards of the Partnership but is in importance level that may affect the investment decision of the saving holders or the prices of the capital market are discovered, in order to protect the interests of the investors, when deemed necessary, in line with the Capital Market Legislation provisions, a proper special circumstance disclosure is prepared and delivered to İMKB:

In this regard, whether a special circumstance disclosure shall be made in the frame of the Capital Market Board Communiqué on Guidelines on Public Disclosure of the Special Circumstances Serial VIII and no. 54 article 18 due to news and rumors or information delivered to public is decided by the General Manager, and the disclosure is conducted in line with the authorities given in the article (f).

Furthermore when a request of verification is given by SPK and/or İMKB under the provisions of Capital Market Legislation, a declaration is given on the rumors and gossip present on the market.

8. Persons with Administrative Responsibility

The individuals with administrative responsibility within the Partnership, within the framework of the legislation related to the subject are defined as;

• Partnership board of directors members,
• Committees and their members that are not directly member to these organs but have regular access to the internal information related to the Partnership directly or indirectly and authority to take managerial decisions affecting the future development and commercial goals of the Partnership.

Accordingly, the persons and managers that do not have regular access to the internal information of the Partnership or while having regular access, who do not have the authority to take managerial decisions that shall affect the future development and commercial goals of the Partnership are not evaluated as individuals with administrative responsibility.

Regarding the share bonds of the Partnership, notification of the purchase and sales transactions realized by the persons with administrative responsibility and individuals that are considered as closely related to them in accordance with the legislation to İMKB is under the responsibility of the person who conducted the transaction.

9. Press Releases and Persons with Authority for Public Disclosure

All kinds of information and report requests for and all questions regarding non-commercial secrets and information that has been disclosed to public before related to the activities and financial status of the Partnership are responded by the Investor Relations via telephone, electronic mail or meetings to be held.

Interview and talk requests from the written and visual media and various distribution channels are primarily directed to the Investor Relations department of the Partnership and the coordination of the Partnership officials related to the subject is performed by this unit. Also, the press  conferences and releases are coordinated by the same unit.

In case of a disclosure without intent of any internal information during the releases made in this regard by the Partnership managers, a separate disclosure is also made promptly in accordance with the legislation on the public disclosure of the special circumstances.

Other than the process indicated above, the employees of the Partnership cannot respond to the questions from any institution/person or capital market participants. The contact information of the Investor Relations is given on the Partnership website.

10.  Explanations on Prospective Declarations

Regarding the briefing policies, when necessary, Partnership managers may give prospective declarations. The prospective declarations on the written documents of the Partnership are done based on certain assumptions; results achieved due to risks, uncertainties and other factors may create significant variations from the expected results in the prospective declarations; the investment society is warned on the matter.

11. Postponement of Public Disclosure of Internal Information

The persons on the list of individuals with access to internal information of Emek Elektrik Endüstri A.Ş. are briefed regarding their responsibility to keep the internal information they may possess that is not yet disclosed to public confidential and not to use the same in order to create benefit for themselves and third parties or not to disclose the same to third parties without authorization, during the performance of their duties or execution of the works and transactions in the name of the company. Emek Elektrik Endüstri A.Ş. may postpone the public disclosure of the internal information under the scope of the Capital Market Board “Special Circumstances Communiqué” Serial II no. 15.1 article 6 in order for its legitimate interests not to be damaged and not to cause the investors to be mislead; in such cases the related persons regarding the  postponement are notified and measures providing confidentiality are taken. Postponement process is conducted based on the written approval of the Board of Directors or the General Manager authorized in general by the Board of Directors. As soon as the reasons for the postponement of the public disclosure of the internal information are removed, the public disclosure is performed in accordance with the legislation. On the explanation given the decree for the postponement is indicated.

12. Emek Elektrik Endüstrisi A.Ş. Website (www.emek.com.tr)

For the public briefing, as recommended by the SPK Corporate Management Guidelines, the Emek Elektrik Endüstrisi A.Ş. Website at www.emek.com.tr is actively used.

The declaration on the Emek Elektrik Endüstrisi A.Ş.  website do not replace the notifications and special circumstance disclosures that should be done in accordance with the Capital Market Legislation.

Access to all the declarations made by Emek Elektrik Endüstrisi A.Ş. is provided on the website. The website is structured and divided accordingly. All kinds of precautions for the security of the website are taken. The website is organized in Turkish with the contents and in the form stipulated by the SPK Corporate Management Guidelines. Especially the announcement for the general board meetings to be held, the agenda items, the briefing document regarding the agenda items, other documents, information and reports related to the agenda items, and the information on the participation methods to the general board are given on the website as emphasized. The development work for the website is continuous.

EXECUTIVE BOARD AND MANAGERS’ SALARY POLICY

This policy document defines the waging system and applications for the board of directors’ members and upper management members within the scope of individuals with administrative responsibility under SPK regulations.

Applicable for all the members of the board of directors, a fixed wage is determined at the regular general board meeting each year.

For the board of directors’ members at executive duties, reimbursement is performed under the scope of the policy determined for the upper management as detailed below.

In the waging of the independent members of board of directors, the payment plans based on the performance of the company are not used.

The board of directors’ members are paid in pro-rata basis considering the term they are on their duties as of assignment and leaving dates. The expenses the members of the board of directors face due to their contributions to the company (transportation, telephone, insurance etc. expenses) can be met by the company.

Upper Management wages consist of two components as fixed and performance based.

Our waging policy is organized and applied in line with the main goals of wages and social benefits management, conformity to the market conditions, fairness, objectivity, recognition of high performance, competitiveness, rewarding and motivating criteria.

For Upper Management

Our company’s “Upper Management Wage Policy” is established considering the practices and developments by many firms in Turkey and around the world, formed as the result of scientific studies, researches and reviews.

In this regard, while the wage level is determined, the structure of the sector the company is active in and the competition conditions, the production and sales activities conducted, the extensity of the activity points, activities abroad, structure of the subsidiaries owned, the weight of these in the total, knowledge level required for the continuity of the activities, and the employer count scales are taken into account.

The upper management wages are graded considering the knowledge, skill, qualification, and experience levels required by the duty in the frame of the variety and volume of the activities of the Company,  the responsibility scope and problem solving scales. According to the determined grades, the monthly fixed wages of the upper management are determined while the in-company balances are tried to be protected and the “Upper Management Wages” studies where leading companies of Turkey are participating, are used. Thus, it is provided that a fair waging that is competitive in the market is performed.

The Corporate Management Committee also considers the long term goals of the Company besides the criteria given above in determination of the upper management waging principles and scales and formation of the wage recommendations. The wage recommendations established in this regard are submitted to the Board of Directors.

The wages of the upper management members are determined with a Board of Directors decree.

For the Board of Directors’ Members

When determining the Board of Directors’ member wage grades, besides the applications based on the corporate tradition, the responsibility the member of the board of directors undertake in the decision making process, the knowledge, skill, qualification, experience levels required, the time consumed are considered and also the comparisons are made with the wage levels of the board of directors’ members of similar companies in the sector.

In determination of the wage grades of the independent members of the board of directors, besides the scales indicated above, a care is given for the determined wage to allow the protection of the independence of the member and the share bond options or reimbursements based on Company performance in the frame of Corporate Management Principles are not used.

The Corporate Management Committee also considers the long term goals of the Company besides the criteria given above in determination of the board of directors’ members waging principles and scales and formation of the wage recommendations. The wage recommendations established in this regard are submitted to the Board of Directors.

Dividend Distribution Policy

Emek Elektrik Endüstrisi A.Ş. Dividend Distribution Policy, under the scope of the Turkish Trade Law provisions, Capital Market Legislation and other related legislation, and the dividend distribution article of the Articles of Association, is an optimization function based on the variables of Investment Share, Business Capital, Employee Share and Risk Share.

Considering the market strategy, investment need, increasing the efficiency of employees and business, and the national/global economic conditions, and taking into account the balance between the expectations of the shareholders and Company needs, a recommendation is submitted to the General Board by the Board of Directors. The principle of determining the dividend share amount to be distributed in line with the decree taken on the General Board is adopted.

In case of an authorization is granted by the General Board in accordance with the Emek Elektrik Endüstrisi A.Ş. Articles of Association related article 30, it is possible to distribute dividend advance to the partners with a Board of Directors decree.

The dividend shares are adopted to be distributed to all of the current shares, without considering the issuance and acquisition dates, as equal and in shortest time possible, however within the determined legal periods, following the approval of the General board, they are distributed to the shareholders on the date determined by the General Board.

The General Board may transfer a part or all of the net profit to the extraordinary reserve. In case the Board of Directors of Emek Elektrik Endüstrisi A.Ş. offers to the General Board a non-distribution of the profit, the shareholders are briefed on the General Board Meeting regarding the reasons for this condition and the way of utilization of the non-distributed profit. This information is also provided on the activity report and website, and shared with public.

The dividend distribution policy is submitted for the approval of the shareholders on the General Board Meeting. This policy is review every year by the Board of Directors according to the presence of any adverse conditions on the national and global economy, and the status of the projects and funds on the agenda. The modifications on this policy are also submitted for the approval of the shareholders on the first general board meeting following the modification and publicized on the website.

Board of Directors Committees

In line with the Capital Market Board Communiqué on Determination and Application of the Corporate Management Guidelines, Independent members of Board of Directors Alaeddin TİLEYLİOĞLU and Eduge Mirzahan HIZAL are selected for 1 year as members of Audit Committee.

In line with the Capital Market Board Communiqué on Determination and Application of the Corporate Management Guidelines, in formation of the Corporate Management Committee, Independent Member of Board of Directors Eduge Mirzahan HIZAL is assigned as Corporate Management Committee President and Members of Board of Directors Zeynep Ece ARABUL and Mehmet Levent HACIİSLAMOĞLU are assigned as Corporate Management Committee Members according to the provisions of the communiqué.

The established Corporate Management Committee has also undertook the duties of Candidate Indication and Wage Committee.

In line with the Capital Market Board Communiqué on Determination and Application of the Corporate Management Guidelines, in formation of the Committee on Early Detection of Risk, Independent Member of Board of Directors Alaeddin TİLEYLİOĞLU is assigned as President of the Committee on Early Detection of Risk and Member of Board of Directors Zeynep Ece ARABUL is assigned as the member of the Committee on Early Detection of Risk according to the provisions of the communiqué.

The Audit Committee gathers at least four times a year at least once every three months and meeting results are recorded on minutes and the taken decrees are submitted to the Board of Directors.

The Corporate Management Committee gathers at least four times a year at least once every three months and meeting results are submitted to the Board of Directors.

The Committee on Early Detection of Risk gathers at least six times a year at least once in every two months. The reports covering the information on the works of the committee and the meeting results are confirmed by the Committee Members, then submitted to the Company Board of Directors.

Preliminary briefing committee performs researches required in the subjects to be submitted to the Board of Directors and prepares detailed presentations before the meetings of the Board of Directors.

Accounting and Finance Department submits its reports related to the Corporate Management Guidelines to the Audit Committee members.

Investor Relations Division

The transactions of the section of relations with the shareholders in our company is conducted by the Investor Relations division under the Accounting and Finance Directorate.

The main activities conducted by the unit are as follows:

Managing General Board, dividend transactions, capital increasing processes;

Providing the healthy, secure and up-to-date maintenance of the records regarding the correspondences between the investors and the partnership, and other information and documents;

Responding to the written requests of information from the Partnership shareholders related to the partnership.;

Related to the General Board meetings, preparing the documents required to be submitted to shareholders for briefing and review and taking the measures to provide the general board meeting to be conducted in conformity to the related legislation, the Articles of Association and other internal regulations of the partnership;

Including all the matters related to the corporate management and public disclosure, monitoring and supervision of the liabilities due to the capital market legislation.

Donation and Aid Policy

The Company, in conformity to the Capital Market Law and the related legislation, can perform all kinds of donations that shall not disrupt its own goals and subject, provided that the donation and aid amounts determined in the General Board meeting are not exceeded, the donations made are added to the distributable profit assessment, the necessary special circumstance disclosures are made and the donations made within a year are submitted for the information of the partners on the General Board.

The company can make donations and give aids to education institutions, associations, societies, and public institutions and associations active in the field of social, cultural and educational etc. purposes under the scope of the principles indicated in the Capital Market Law and Turkish Trade Law.

The method, amount of the donation and selection of the target institution, association or non-governmental organization is performed also considering the social responsibility activities of Emek Elektrik Endüstrisi A.Ş.

The Company, other than the above, can also make donations and give aids to institutions like associations and societies etc. established to be active in the activity subject of the company. When donations and aids are given, it is especially cared for that these are the institutions that are granted tax exemption by the Ministry of Finance.

HUMAN RESOURCES

Adding to EMEK the value of human resources in quality to contribute to the activities our Company performs in order to reach the goal of “Becoming a Company with a Voice around the World”, improving them personally and occupationally, and maintaining the sense of belonging based on our values constitute the foundations of our Human Resources policy.

With applications targeting the open communication, team work, personal and occupational development, our fundamental mission in our contemporary Human Resources organization is to render the goals and expectations of our employees harmonious with our company under the ethics understanding of the company and to provide for the realization of the company vision and goals with an effective, efficient and motivated working organization.

We aim to have a Human Resources system that shall satisfy all stakeholders in a balance with competitive human force, and to provide a Human Resources Management where human is considered as the most valuable asset we own within our Human Resources vision, and where the departments, employees and families of employees are cherished. Accordingly our fundamental strategies are

To create a rich and quality candidate database in the process of providing human resources and to provide fast access to the labor force in quality to meet the company needs,

To provide maintaining the employee profile in high potential/quality that is open to change, innovative, with high motivation and competent in respective fields,

To create and develop an infrastructure with an systemic approach based on processes in all human resources processes like the hiring, waging, performance, career, skill management and training,

To create a preferable workplace environment via providing terms and social opportunities above the market conditions,

Providing the efficient communication, creativity and innovation environment in the path to the company goals, to direct and manage the human resources,

In order to support the continuous learning and improvement, to provide occupational and personal development via supplying various personal development programs besides the systematical technical trainings,

In parallel to the R&D-Technology strategies, to create development programs in the direction of increasing the competence of the human resources, and

To provide a work environment surrounded by efficient Occupational Health and Safety policies.

WORK ETHICS RULES

1. PURPOSE AND SCOPE

Ethical Rules are the adopted set of rules that are righteousness and honesty scales in fulfillment of the duties and responsibilities by the individuals and institutions, and that create the main basis of the personal and social relations when approached by the view morality. Ethics in professional sense is the regulation of the relations between individuals within a professional group environment and in the society, and it means the definition of the principles of relationship and behavioral rules within an organization.

The ethical rules adopted by Emek Elektrik Endüstrisi A.Ş. and accepted by the Board of Directors are the rules for the entire personnel working in Emek Elektrik A.Ş. and for the third parties rendering outsourced consultancy services or who are within the decision making mechanism of the Company, limited with their responsibilities, to abide by, and are main guides, fundamental management principles that shall be taken as basis in execution of the relations of the Personnel with 3rd parties and with each other within the company.

These ethical rules cover;

1. Members of the Board of Directors,
2. General Manager and Vice General Managers,
3. Directors,
4. Persons who signed employment contract with the company under the title of expert, worker, foreman etc.,
5. 3rd parties who render services for the Company as outsourced under the titles like auditing, consultancy, counseling etc. and who has the authority to access important internal information of the company (limited with their responsibilities),

and such are assessed as personnel regarding the ethical rules.

The company provides information on ethical rules to the persons listed above and they are ensured to follow these rules.

​2. RESPONSIBILITY OF THE MANAGEMENT

In the frame of the ethical rules of Emek Elektrik Endüstrisi A.Ş., the managers are responsible for the communication of these rule to all employees and for the activities to be conducted in conformity to these rules.

The most important asset and priority of Emek are the human resources it has. Thus, Emek aims to provide a healthy, safe and efficient work environment to its employees.

These rules are communicated to each personnel starting the work new by the orientation program and the personnel sign a covenant that it is understood that these rules are an inseparable part of the employment contract and ethical rules are published on the company website.

The ethical rules are defined, updated and published by the Board of Directors.

​3. RESPONSIBILITY OF OUR EMPLOYEES

All the employees shall;

• Abide by the company policies, and work for achieving the defined goals,
• Protect the name and dignity of their institutions at all times,
• Not be in any illegal behaviors or attitudes, and notify all the benefit offers proposed to them or issues where they are in conflict whether it is right /legal or cases like where they have acquaintances that may benefit from their activities  to the company management.
• Not show any attitudes or behaviors at the work environment that shall disrupt the peace, safety and efficiency (aggressive behaviors, threatening speeches, harassment, disturbance, political and/or religious view propaganda and publicity etc.)

​4. ETHICAL RULES

4.1. Confidentiality

Personnel must abide by the confidentiality principles given below.

• It is forbidden to use the personal and financial information of the customers, suppliers and other employees without authorization and for other than work purposes.
• They cannot share with unauthorized persons or offices within or out of the institution or use for speculative purposes the information they learned in benefit of their duties and the document they have (including projects, technical infrastructure, regulations, personal rights etc.).
• Even if they leave their duties for any reason this liability survives.
• Non-public information and transactions related to the customers and other 3rd parties, computer software, technical information, materials, records, files, documents, programs, reports, reviews, data, customer lists, commercial secrets and all other information cannot be used except for the work. This information cannot be disclosed to 3rd parties without the approval of the Board of Directors for any reason.
• All employees should follow the “information safety systems policies” issued and/or shall be issued by the Company.

4.2. Information Processing Equipment and Other Equipment

• The equipment and wares assigned by the company to the personnel are not considered as private belongings.
• All computer accesses should be restricted to the information required for the performance of the daily works.

When sharing information with the authorized persons, the required information should be provided at required level. the confidential information should be maintained at locations where only authorized persons may see and access. Such information should bear “Private” marking when distributed within the institution.

• As laptop computers and other mobile devices are extremely prone to thievery, such mobile devices should not be left unattended at unsafe locations.

Before the employees leave the computers assigned to them unattended, they should lock their computers or logout of the system.

• User ID or passwords are private and should not be shared with anyone.
• The configuration of the antivirus program of the computers provided by the company must not be modified.
• No unlicensed programs and/or private purpose programs can be installed on the computers provided by the company.

4.3. Protection and Proper Use of the Company Assets

Our employees should protect the company assets and provide their efficient use. All the assets of the company should only be used for work.

Information is one of the most critical asset categories. In order to provide the protection of the information assets proper for their importance, value and sensitivity, all our employees are liable to act conforming to the information safety policy and procedures.

4.4. IN AND OUT OF COMPANY RELATIONS

The personnel, in their relations with the customers, suppliers and other persons and institutions the company is in work relationship and in the internal relations should care for the principles of truthfulness, trust, consistency, professionalism, independence, respect for long term relations and mutual benefits.

4.4.i.) Relations with the State and Public Institutions

The relations with the State or public institutions are conducted by the persons defined within their job definitions to fulfill the related activities or other personnel to be assigned by such persons.

The personnel, in their relations with the public institutions and associations, act in line with the principles of truthfulness, righteousness, and transparency, and protect the distance and objective relation.

Any favor requests or any action that may seem like directing the decisions of the opposing party should be avoided. It is forbidden to donate / give gifts to any state unit personally in the name of the Company, except provided that it resides outside the activities with social purpose and it is done publicly.

4.4.ii.) Relations with the Customers, Suppliers, and Other External Institutions

The fundamental goal in the relations conducted with the customers by the personnel in representation of the company is to meet the needs of the customers, and the relations with the customers are based on righteousness, equality, conformity to the laws, professionalism, kindness, seriousness, and reliability principles. In services and products, higher quality, complete fulfillment of the customer needs and expectations are aimed.

Behaviors restricting the open competition are avoided, rival products are not discredited and misleading advertisement is not performed.

The employees should provide complete and clear information to the customers for the products of the company.

The employees do not have the right to give wrongful information for acquiring higher profit.

Sales realization or communication techniques that are not in conformity with the professional ethical rules, give wrongful or deficient information to the customer regarding the product or service, or apply forcing efforts on the customer in decision making process cannot be used.

Any personnel, without authorization in accordance with the approved procedures, cannot give official or unofficial commitments, explicit or implicit, in the name of the Company.

The gifts, hosting or other benefits that aim to affect the selections and decisions of the company should not be accepted, and such request should not be made.

The employees should not accept offers of entertainment, free of charge training, seminar, accommodation, travel, food etc. carrying the purpose of affecting their decision making and work performance methods in their works.

4.4.iii.) Media Relations

All meetings to be held with the investors, financial analysts, members of press and similar sectors shall be performed within the frame of the “Briefing Policy” determined by the company.

No personnel other than the ones assigned shall give oral or written statements representing the company.

The personnel, in the press relations, should avoid situations that may cause any speculations or negative evaluation related to the company, and application and behaviors that may damage the trust, reputation and stability of the company or sector, or that may cause unjust competition.

4.5. Conflicts of Interest

Any personnel, their families or acquaintances to create personal benefit via utilizing the position of the employee within the company, or to be in close relationships with persons or organizations that may benefit from the confidential information possessed by the employee are forbidden.

During their tasks, the employees show care to protect the company benefit and avoid all kinds of actions and behaviors that may mean providing interests to themselves or people close to them.

The case of conflict of interest occurs when the private interests of the employee conflict with the interests of the company or when there is such a possibility. The case where the employees gain improper personal benefits due to their position is also a conflict of interest.

No personnel can self benefit from the company operations, can use the company properties, information and positions for their personal interests, and go into competition with the company.

4.6. Corporate Opportunities

When the employees at all levels conduct their duties, they should show the necessary prudence and effort, consider the principles of profitability and efficiency and avoid all kinds of actions and transactions that cause damage to the Company.

The personnel, when an opportunity arises in benefit of the company, are responsible to use in conformity to the company goals and/or communicate to related company official these legal business opportunities.

4.7. Conformity to the Laws, Rules and Regulations

Our employees are responsible to act in conformity to all the laws, rules and regulations.

Sensitivity must be shown and rules must be abided by in the matters of protection of the environment and wild life, consumer rights, and public health.

Off the record activities are forbidden, the accuracy and consistency of the business records is the principle.

4.8. Indebting Prohibition

The employees, in no case, during the application of their duties or related to these duties should borrow money, gain any benefit from or get into a surety  relationship with the customers and 3rd parties. The employees should not go indebt above their financial power.

4.9. Political Activities and Donations

No employee may undertake a management duty in any political party and association with political purposes.

They cannot participate in a party as the representative of the company and cannot get into relationships with such political organizations, cannot request from their colleagues to support or oppose a political group or candidate, and cannot publish political declarations. They cannot undertake duties in distribution of the political declarations.

No donations (cash or any other way) can be made to provide benefits for the company, directly or indirectly, to political parties, political organizations or representatives of such groups and candidates in the name of the company. The employees cannot request donations and alike from the customers or other employees even if in the name of political associations or various institutions.

4.10. Club, Association and Cooperative Memberships

The personnel should not be in social activities that shall be in conflict with the interests and benefits of the company.

The employees, provided that they do not hinder the working hours and organization, may take roles in foundations, occupational and social purpose associations, and in associations and platforms etc. founded or shall be founded by the personnel. However, this status should be notified to the Company.

4.11. Accuracy of the Records

The employees are responsible for ensuring the accuracy and legality of the records, documents and documentation in all kinds of transactions they conduct in the name of the Company.

Company records should reflect the conducted transactions accurately and timely, the errors, if any should occur, should be promptly corrected.

4.12. Share Bond Transactions of the Company Employees - Insider Trading

According to the Capital Market Board “Principles on Sales Methods in Public Offering of the Capital Market Tools” Serial: VIII, no: 22 Additional Article: 1 “Transaction Prohibition in Public Offering”: “In the sales of the capital market tools via public offering, the issuers of the capital market tools and the issuer offering to the public, as well as the board of directors president and member, legal auditors, executive directors, general managers and vice general managers, also the other personnel who may have information due to their duties of the institutions brokering the public offering, also the spouses and first degree blood and marriage relative cannot directly or indirectly purchase the related capital market tools.”

The personnel cannot used the accounts of 1st degree relatives (mother, father, sibling, spouse and children) in order to remove the limitation indicated above.

4.13. E-mail

E-mail is an important internal and external communication method. E-mails are records that should be disclosed when legal processed demand and otherwise should be kept confidential.

The e-mail addresses provided by the company cannot be used for personal goals and/or to declare personal opinions and/or for attacking rights and freedoms of the Company or 3rd parties.

​5. RESPECT AT WORKPLACE AND BUSINESS LIFE

The personnel, in their relations both in and out of the Company, should show maximum effort in provision of the conformity to the Ethical rules and Working Principles, and other regulations and policies to determine and regulate the in-company transactions and behavior by the Board of Directors in matters of acting, behaving, appearing respectfully and thoughtfully, provision of in-company hierarchy, attendance mandate, information sharing with colleagues – handover liability, equality of opportunity, provision of equal opportunity in employment.

In relations among employees, mutual respect, trust and cooperation approach is the principle. For the protection and improvement of the respected image of the Company, all the employees fulfill their responsibilities. In this regard, all employees show care for their personal status and behaviors to be in conformity to the laws and general morality rules.

​6. CONFORMITY TO THE ETHICAL RULES

The Board of Directors is authorized and responsible for the application of the ethical rules within the company and renewal of these rules.

The Board of Directors, performing duty distribution within itself or assigning persons out of the board, can transfer this authority. The Board of Directors and/or authorized persons apply these ethical rules on actual conditions via reviewing the notified, known or doubted breaches.

The authorized persons take all the precautions necessary to investigate the notified breaches. In case the breach is proven, the Board of Directors is notified and the penalties approved by the Board of Directors are applied. These penalties may include termination of employment and summary dismissal or filing a case at legal authorities in cases of serious breaches.

RIGHTS FOR THE EMPLOYEES

All kinds of applications related to the employees are realized under the scope of the laws regulating the work life.

Hiring, promotion, training and performance development policies and various applications regarding the employees are defined in writing.

Benefit owners learn the developments about the Company through the public disclosures made required by the related legislation.

The company workers are also briefed via meetings held on their area of expertise and matters they are generally related to, organized seminars, trainings and information sent via internet.

The personal data of the employees are protected in conformity to the laws and regulations.

The periodic meetings (Communication Meetings, Management Meetings, Functional Meetings, Chat Sessions with General Manager etc.) held in the Company, annual goal determination, performance assessment, development planning meetings and recommendation system provides participation of the employees in management. In order to measure the employee satisfaction and to receive feedback, regular interviews are held.

Defined benefit plan:

The company, in accordance with the laws in force, is responsible to pay severance payment to the employees whose employment is terminated due to retirement or reasons other than resignation and acts indicated in the Labor Law. The severance pay reserve is calculated according to the current net value of the liability amounts expected to be born in future due to the retirements of all the employees and reflected in the financial statements. The actuarial income / loss determined related to the defined benefit plans is recognized in the other comprehensive income statement under the scope of the modifications made on the UMS “Benefits for the employees” standard.

Defined contribution plans:

The Company mandatorily pays social security premiums to the Social Security Institution. The Company has no other liabilities as long as it pays these premiums. These premiums are reflected in the personnel expenses in the periods they are realized.