Investor Relations

1. Purpose and Scope

This Policy applies to all employees of the Company as well as to all individuals and entities acting on behalf of or providing services to the Company, including outsourced service providers, suppliers, consultants, external auditors, and representatives.

The purpose of this Policy is to ensure compliance with anti-bribery and anti-corruption legislation, as well as with the ethical and professional principles applicable within this scope.

2. Definitions

Corruption refers to the request, offer, giving, or acceptance of an unjust benefit or any unlawful advantage by any stakeholder, resulting in a deviation from the lawful execution of the duties for which they are responsible.

Bribery refers to the provision of a benefit, directly or indirectly, to a person or to another person designated by such individual, in order for that person to perform or refrain from performing an act related to the execution of their duty. A benefit that may be considered a bribe may take various forms, including cash, instruments easily convertible into cash, gifts, event invitations or tickets, debt forgiveness, or charitable donations.

3. Fundamental Principles

3.1. The Company has identified the main risk areas in which bribery and corruption may occur, in line with international practices, as follows:

a. gifts and hospitality activities
b. donations and sponsorships
c. facilitation payments
d. outsourced service providers and business partnerships
e. abuse of title or position

The principles set out in this Policy have been established with due consideration of these risk areas.

3.2. Under no circumstances may any payment be made, gift be given, or personal payment, assistance, or donation be provided to any public official or any other person for the purpose of influencing any decision related to the continuation of the Company’s activities or for the benefit of the Company.

3.3. The Company shall not make political donations and/or use its resources and assets to support any political candidate or institution.

3.4. Gifts provided by the Company must not be intended to influence any party involved in a tender or agreement to which the Company is a party.

3.5. No tolerance shall be shown for Company employees offering facilitation payments in any manner in their relationships with third parties.

3.6. The Company’s donations and sponsorships must comply with applicable legislation and the Company’s internal regulations.

3.7. Company employees, including those within İş Bankası Group companies, may not request or accept gifts from third parties in violation of the provisions of the Gift and Hospitality Policy, nor engage in conduct that may create such an implication. If a Company employee believes that their life or freedom is in danger due to an improper payment demand, they must make or receive the payment and immediately report the situation to their direct supervisor.

3.8. Company employees may not use their duties and authorities in any way to obtain personal or private benefits for themselves, their families, or third parties.

3.9. Company employees may not knowingly or willingly abuse their title or position in order to obtain or promise any benefit for themselves, their families, or third parties, whether directly, indirectly, through intermediaries, or under any name, by means of mutual agreement, deception, or coercion.

3.10. Employees who refuse to give a bribe or who, in good faith and in line with the principles of integrity and transparency, report actions or attempts that violate this Policy shall not be subject to any penalty and/or adverse treatment as a result.

3.11. In the event that conduct in violation of this Policy is identified, the necessary disciplinary sanctions shall be applied in accordance with the relevant provisions and procedures of the Personnel Regulation, which may extend to termination of employment. Where legal conditions are met, the matter shall be reported to the judicial authorities.

3.12. Prior to establishing a business relationship with the parties specified in Section 1 (Purpose and Scope), the Company conducts due diligence and assessments with respect to bribery and corruption risks. The Company shall not establish relationships with individuals or entities whose involvement in bribery or corruption has been referred to the legal authorities. If allegations of bribery or corruption arise concerning individuals or entities with whom the Company has a business relationship, and such allegations are confirmed by a final court decision, the business relationship shall be immediately terminated.

3.13. All individuals and entities acting on behalf of or providing services to the Company, including outsourced service providers, suppliers, consultants, external auditors, and representatives, are required to comply with applicable legislation and all anti-corruption laws in force.

3.14. The Company provides regular training to its employees regarding the Anti-Bribery and Anti-Corruption Policy. Employees sign a document declaring that they accept compliance with the provisions of the Anti-Bribery and Anti-Corruption Policy and the consequences of any violations.

4. Authority and Responsibilities

The Board of Directors is responsible for ensuring the implementation and updating of this Policy.

Company employees shall report any suspicious or questionable situations, including bribery and corruption, to the ethics hotline accessible via the Company’s website. Complaints submitted through the ethics hotline shall be handled according to their content and nature: if they require investigation or review, they shall be addressed by the Internal Audit Department; if they relate to operational errors, risks, or similar matters, they shall be handled by the Internal Control, Risk Management, Compliance and Legislation Department.

Reports shall be reviewed by the relevant department on the basis that the identity of the reporting employee and the report itself remain confidential. If deemed necessary, feedback shall be provided to the reporting employee following the review.

It is unacceptable for any employee to be subjected to adverse treatment for refusing to participate in bribery or corruption, reporting violations of this Policy, or expressing concerns about potential future corruption.

5. Policy Violations and Sanctions

All Company employees are obliged to comply with this Policy, applicable legislation, and all anti-corruption laws in force. Necessary sanctions shall be applied in the event that Company employees act in violation of the rules set out in this Policy.

6. Training

This Policy is accessible to all employees on the Company’s Intranet site. In accordance with legal requirements, all Company employees receive regular Anti-Bribery and Anti-Corruption Training.

7. Audit

Compliance with the provisions of this Policy is audited annually within the scope of internal audit activities.

8. Review

This Policy shall be reviewed regularly, at least once a year, in line with requirements and changes in operating conditions, and shall be published on the Company’s website.