TR

Anti-Bribery and Anti-Corruption Policy

Aksa Energy Ethics Committee is responsible for investigating and resolving any complaint or report as to the violation of the Ethics Principles. In 2015, the managers of all business departments in the Company monitored compliance with the Anti-Bribery and Anti-Corruption Policy and Program; no instance of non-compliance was reported to the Ethics Committee nor to the senior management. Neither did employees nor individuals acting on behalf of the Company file any complaints of bribery or corruption. To receive any allegations of violations of the Policy and Program, a system which protects the anonymity of the alleger has been set up; the email account etik@aksa.com.tr has been created to receive such allegations and has been shared with all employees. The mail address has also been included in the Code of Ethics accessible on the website and thus is disclosed to the general public. As part of internal audit efforts, one audit was performed in 2015 to check for compliance with the Policy and Program; during the referenced audit, the effectiveness of the Policy and Program was also reviewed. Independently of the Internal Audit Department, the Corporate Governance Committee also presented its report on compliance with the Policy and Program to the Board of Directors. In line with the Human Resources Policy, employees are planned to be offered a training seminar on the Anti-Bribery and Anti-Corruption Policy in 2018 so as to draw further attention to this issue.

1. PURPOSE AND SCOPE

1.1. Anti-Bribery and Anti-Corruption Policy and its Annexes (hereinafter called “Policy”) are created as an annex to the Ethical Principles Document in order to promote and increase the Company’s reputation and institutional value and to save Aksa Enerji Üretim A.Ş. (hereinafter called “Company”) and its partners from all the risks. This Policy contains the baseline information about principles, implementation, audit and reporting standards with regard to bribery, corruption, job facilitating payments, the compliance with the relevant laws and regulations, political donations, travel and accommodation expenses and souvenirs.

1.2. The Policy is accepted by the Company’s Executive Board. Similarly, it shall be implemented by the same Board.

1.3. The Member of Executive Board, directors, employees and other staff working in the name of the Company (including the intermediaries, advisors and representatives, etc.) fall into the scope of this Policy; therefore, they are supposed to act according to the Policy and other relevant laws or regulations.

2. PRINCIPLES, COMMITMENT AND OTHER RELEVANT PRACTICES

2.1. It is forbidden for the directors, employees and other persons or agencies under the scope of this Policy;

- to bribe,

- to resort to all kinds of job facilitating payments in order to facilitate and speed up the company's businesses,

- to make political donations under any condition or in any form,

- to make any travel and accommodation expenditure, apart from the cases specified by the Executive Board; to give or accept presents or souvenirs.

All actions listed in this Article and other similar actions are considered as Corruption as per this Policy.

2.2. The directors, employees and others acting in the name or account of the Company shall show zero tolerance to Corruption attempts in any transaction or business carried out with or in the name of the Company.

2.3. The Company undertakes and declares that no fine or penalty shall be applied unless no bribery is offered.

2.4. The Company undertakes and declares that any staff, reporting a case of bribery, shall not face retaliation.

2.5. Incompliance with the Article about corruption may result in the termination of contracts.

2.6. All donations or sponsorships for any organization shall be decided by the Executive Board itself, and these decisions are published in the company’s website accordingly.

3. PROMOTION OF POLICY AND ANTI-CORRUPTION PROGRAM

3.1. A copy of the Policy is given to each employee and others acting in the name of the Company at the time of employment or at the beginning of business affair, and their approval is obtained that the Policy was read by the each.

3.2. The Policy is distributed to real and legal persons (such as contractors, sub-contractors and suppliers) who supply goods and service to the Company as per the contract and over whom the Company does not have control capacity.

3.3. The training program for those acting in the name of Company and Staff is designed in a way to cover this special emphasis on fight against corruption.

3.4. The Company creates an Anti-Corruption Program (hereinafter called as “Program”) which basically identifies the risk area in business, risk weights, and methods and instruments to fight against corruption effectively. The program takes effect with the approval of the Executive Board.

3.5. The Executive Board assigns a Chair for the Anti-Corruption Program and another Representative in charge of creating the Program and implementing the Policy and the Program effectively.

4. POLICY AND PROGRAM COMPLIANCE, MONITORING, AUDIT AND REPORTING

4.1. All employees in charge of any work unit are expected to comply with the Policy and Program and to report any incompliance or failure to their seniors.

4.2. In order to report any incompliance with the Policy and Program, a system which does not disclose the reporter’s identity is created.

4.3. Necessary actions are taken to identify the bribers and to create a black list for these bribers.

4.4. Compliance with the Policy and Program is monitored and supervised when necessary but at least once a year, by taking into account the risky areas and risk weights that are specified in the internal audit activity mechanism.

4.5. Institutional Management Committee is in charge of reporting about the compliance with the Policy and Program. This reporting covers a revision of the Policy and Program as well.

5. RESOLUTION OF INCOMPLIANCES WITH THE POLICY

5.1. The employees acting against the Policy and Program shall face disciplinary penalty that may even lead to the termination of employment agreement if necessary. Moreover, such disciplinary penalties shall be applied to others who approves or encourages inappropriate behaviors and infractions, or who does not make the necessary notice in spite of being aware of such cases.

5.2. The Ethical Board is in charge of investigating and analyzing the complaints or reports about any incompliance with the Policy and Program.

5.3. The Ethical Board may seek an expert opinion if necessary and they may ask for help from experts at the time of investigation by taking necessary actions in order not to violate confidentiality principles. The Ethical Board is provided with all documents and any information at the time of investigations. To this end, all employees are obliged to help the Ethical Board to carry out their job.

6. IMPLEMENTATION

The Policy comes into full force as of 29/05/2015. Concerning any point or issue that is not addressed in this document, the Senior Executives in the Company are expected to deliver their opinion and necessary action is taken accordingly.

7. PUBLIC INFORMATION

It is obligatory to share the Policy with public and all employees. In case of any amendment or correction to the principles, the same responsibilities shall remain.