Ethical Principles

1. PURPOSE

Aksa Enerji A.Ş. describes the “Ethical Principles”, designed to add financial value to shareholders and to raise the organizational value, as principles and rules that all managers and employees have to abide by. These rules are aimed at allowing Aksa Enerji managers and employees to display the high standards of behavior, to be aware of the organizational impact of their behavior and attitudes, the employees and shareholders to use the best methods and to exhibit the highest quality of attitude. Board of Directors, managers and employees are expected to comply with the Aksa Enerji Ethical Principles mentioned below.

2. SCOPE

Ethical Principles are intended for all employees in Aksa Enerji and its subsidiaries. It is important and compulsory that every employee in Aksa Enerji conform to this code. Compliance with the code is a guarantee of the perfection to be achieved by Aksa Enerji. The Ethical Principles are extensive and general, while maintaining the minimum standards. 

3. RESPONSIBILITY

It is the responsibility of our managers to create an environment in accordance with the Ethical Principles in our company. To do this, our Board members and managers shall primarily accept the importance of the Code, and adhere to it. They shall set an example with their behavior and thoughts, and ensure establishing and living this Ethical Principles primarily in their departments. They shall work to establish the corporate culture, and to make the employees adopt the norms, values and principles which they have to comply with. They shall provide an environment where employees can have open conversation about both ethical matters and the workings of the company. They shall always exhibit an honest and consistent attitude in their behavior and decisions, including the existing or future potential conflicts of interest between their personal relations or financial and commercial interests and their responsibilities against the company. In case of a known or suspected violation of the Ethical Principles, they shall immediately report this to the Ethics Committee.

All Aksa Enerji employees shall be responsible for applying the principles within this document, and the managers at all levels for identifying nonconformities and taking corrective actions.

In addition, Board members, Group President and Human Resources Managers/Employees shall be tasked with supporting the implementation of Aksa Enerji Ethical Principles. These tasks are connected with the power and competence to provide support in individual cases.

In case of any doubt on how to apply the Code in a particular case, the matter shall be reported to a senior manager.

Each Aksa Enerji employee who has questions or comments related to the Code that are not limited to a particular case and which may apply to other situations of today or in the future shall be required have an internal communication across Aksa Enerji.

4. ETHICAL PRINCIPLES

Ethical principles are a key element in terms of both our company's success and personal success.

The ethical principles that our company's employees are obliged to comply with are categorized in four main headings:

General rules

Use Of Company Resources,

Relationships

Obligations against the company

These are presented in the following articles.

4.1.GENERAL RULES

4.1.1. Honesty

Honesty and integrity are our primary values in all our business processes and relations. We act with honesty and integrity in our relations with employees and all shareholders.

4.1.2. Respect for the Law

We act in accordance with all legal rules in our operations. Our employees are not allowed to act against the law thinking that it will serve the interests of the company or their own. Accuracy and legality are essential in financial and commercial records. In case of any doubt in legality while doing business, Ethics Committee, company Group President and Legal Director shall be consulted.

4.1.3. Confidentiality

Confidential information can be defined as information that is related to a subject within the scope of the confidentiality agreement with third parties, including financial, strategical, technical, commercial information, employee's personal rights and so forth, which belong to the company and are not known by third parties, and may cause loss for the company and/or shareholders and benefit for the others if it is known. Our employees are expected to protect the abovementioned confidential information and use them only for company operations. Employees shall show due care for the protection of the information belonging to Aksa Enerji and all shareholders. Our employees shall share this information only with the related persons within the specified limits of the powers. They shall not use the confidential information for their own purposes by sharing internally to gain any commercial benefit, including buying or selling stocks. They shall not share the confidential information with third parties when leaving the company. They shall be required to deliver any confidential document or electronic copy of the company that they have received during working period. All official statements shall be announced, in a complete, simultaneous and clear manner, to the shareholders, partners and public, in accordance with the principle of equality, through the units determined by Aksa Enerji.

4.1.4. Personal Security Investments

While directing personal investments, our employees shall not make personal investments with the stocks of companies and other investment instruments that may create a potential conflict of interest with their duties and responsibilities within the company. Where they are in a position to know about undisclosed information, they are prohibited from using this information to gain benefit for themselves and/or third parties (insider trading). Those who can do insider trading are the public company's Chairman of the Board of Directors and Board members, directors (managers and persons of a higher position), auditors, as well as those who may obtain information while exercising their profession and duties, and those who may acquire information, directly or indirectly, due to their contacts with these persons. These persons may buy or sell the stocks of Aksa Enerji companies only by using the publicly disclosed information and for investment purposes (holding for more than 3 months is considered for investment purposes). Aksa Enerji employees other than these persons may freely buy or sell the stocks of Aksa Enerji companies by using the publicly disclosed information without any time limitation. The abovementioned practices are also valid for the wife and children of the employees, and transactions made by their wife and children are considered to have been made by themselves.

4.2.EFFECTIVE USE OF THE COMPANY SOURCES

Utmost care is shown in the use of all monetary and non-monetary resources of the company. These resources are for personal purposes; and cannot be used for usage, spending, gift-giving, donating and politically supporting.

4.2.1. Fixtures and Stationary

Stationery, print and any inventory belonging to the company cannot be taken outside the company and used only for company business. Due care is given for the principle of saving while using inside the company. An employee leaving the work shall hand over all assets, documents and inventory given for their work together with a written report.

4.2.2. Communication Tools

E-mail shall be used just as a business communication tool, and due care shall be given in not using it for non-business purposes.As far as possible, e-mail shall be used instead of phone. Fax, photocopy, Internet and similar tools shall not be used for any personal business.

4.2.3. Company Vehicles

Our employees who are given a vehicle by the company shall show due care and attention while driving. They shall cover the traffic tickets their own and may not ask for reimbursement from the company for the damages resulting from their personal faults.

4.2.4. Workspace

Goods and services outside the branch of activity may not be purchased and sold within the buildings. Any document, paper etc., which may constitute confidentiality, shall not be left on the table or out in the open outside working hours.

The following rules are complied with during the use of our company's offices.

Posters, handwritten notes cannot be hung.

Political or political campaigns shall not be held, and no fund shall be collected for such campaigns.

Publications shall not be distributed against the law and company policies.

Damaging materials such as alcohol, drugs, and guns cannot be carried.

Our employees are shall not leave on the table and cabinets, in or out of office hours, any paper and document that contains confidential and critical information within their responsibility of preservation.

Locations shall not be kept untidy.

No games of chance shall be played, distributed or sold.

4.2.5. Expenses of Representation

Representation expenses are used for customers and business meetings. Representation expenses shall only be used in related areas and shall not be transferred between spending areas.

4.2.6. Giving Presents or Donations in the Name of Company

Gifts may be given in accordance with the guidelines determined by the company management, on behalf of the company, which are in compliance with the current legislation and which will not leave Aksa Enerji in a difficult situation if the public learns about it. Gifts and the content of the promotional materials to be given to the third parties in a business relationship shall be approved by a senior manager and no further permission shall be required for their distribution. 

4.2.7. Time Management

Time is one of the most important resources of the company. Our company employees shall use the time efficiently and shall not spare time for their personal business in business hours. Managers shall not assign their employees for personal business. Ensuring efficiency of the time allocated for meetings shall be the responsibility of the one who holds the meeting, and all participants shall be required to come to the meeting prepared. All participants shall observe the starting and ending hours of the time allocated for the meeting.

4.3.RELATIONS

4.3.1. Relations with the Trading Persons, Companies and Organizations

All our employees shall pay attention to be accurate, consistent, reliable, helpful and punctual while dealing with our customers and those who are in a commercial business relationship with our company. Product/service agreements with those who are in a commercial business relationship with the company shall be carried out within the framework of relevant legislation, Company policies and guidelines. The following points shall be taken into consideration while entering into these agreements:

Those in a commercial business relationship with our company shall be determined in principle by the Company regulations; transactions and processes shall be carried out based on determined guidelines.

Legal Department and related units shall be consulted for protocols and agreements with those who are in a commercial business relationship with our company. Objective criteria, such as cost/benefit, shall be taken as the basis while choosing a company, without being under the influence of anyone. 

4.3.2. Relations with Media Channels

Relationships with public authorities are managed within the limits of the law and company policies/procedures. Information requested by government agencies are provided accurately and on time to those concerned.

4.3.3. Relations with Public Authorities 

It shall be up to the approval of the company's senior management to make a statement to any broadcasting corporation, having interviews, participating in seminars-conferences etc. No personal gain can be obtained from such activities. 

4.3.4. Shareholders

As Aksa Enerji, our main objective is to create a sustainable, economic value for all our shareholders. In this respect, our aim is to protect the interests of all our shareholders.Partnerships and business relationships shall be restructured on a long term and based on trust. The interests and rights of shareholders in the management of activities within the company shall be observed on the basis of equality and fairness. It shall be aimed to create value for all shareholders. They shall act within the scope of financial discipline and accountability in all activities. Accurate, timely, complete and clear information shall be provided regarding financial tables, company strategies and investments in the statements made to the shareholders and the public.

4.4. OBLIGATIONS AGAINST THE COMPANY

4.4.1. Acceptance of Gifts, Invitations, Supports and Donations

Acceptance of gifts: Gifts shall not be asked from customers, subcontractors and suppliers; no such implication shall be even made. No gift, money, check, property, free vacation, special discount etc. shall be accepted, which shall put the company and the receiver of the gift under liability. Gifts valued more than 50 TL and which are estimated not to affect the decisions shall be accepted on the condition that a senior manager is notified of these gifts. Total value of such gifts shall not be more than the amount of 500 TL. Acceptance of Invitations: An employee who is invited to business meetings that do not go against the interests and policies of the company shall be allowed to participate on the condition that written and verbal approval of a senior manager is obtained. Acceptance of Supports and Donations: No supports and donations shall be accepted from a person and institution that is in any kind of business relationship with the company. The proposed donation and support shall, in any case, be shared with the senior manager.

4.4.2. Engaging in Activities that Will Create Conflict of Interest

Conflict of Interest is an indirect relationship between the company's interests and personal interest and interests of customers or suppliers. It is essential that Aksa Enerji employees stay away from activities that may create conflict of interest. It is one of the most important responsibilities of all employees to refrain from using the company resources, name, and power for personal benefit, and to avoid any situation that will negatively affect the corporate name and image. Our Employees, Managers and Board members shall avoid any attempt that might mean obtaining gain for themselves or their relatives. Position within the company, the Company's property and service cannot be used for personal gain. Private gain cannot be obtained from Customers/Suppliers; gains shall not be transferred by establishing an intermediary relationship between the Customers/Suppliers. In case of conflict of interest between Customers/Suppliers, all parties shall be treated equally and fairly. Our employees shall perform their duties objectively.

Our employees shall follow the following rules to prevent conflicts of interest:

Not to have a debit and credit relationship with the Customers/Suppliers, not to stand surety and not to accept theirs.

Not to leave invitations, domestic-foreign travels, holidays, which are covered partially or in full by the Customers/Suppliers without the knowledge and permission of a senior manager.

Not to accept any uncustomary gift from Customers/Suppliers having content and value that may cause liability for themselves, and not to use their power to provide advantages (for example shopping with special discount) outside normal practices, which are beyond the business field.

Not to have a business relationship with a spouse, relative or friend (In case of benefit for the company, a business relationship can be established by obtaining permission of a senior manager.)

Not to be influential in promotion or rewarding decisions within the company or subsidiaries of an employee's spouse or close relatives.

 4.4.3. Doing Business or a Job Outside The Company

Employees shall not accept an official and special, continuous or temporary, paid or unpaid job by any institution, nor engage in business.

4.4.4. Health, Safety and Environmental Protection

Managers and employees shall show due care and attention for maintaining the Company activities in a manner that is most healthy, safest for employees and where the environmental effects are minimized.

4.4.5. Discrimination

Managers and employees shall treat everyone fairly and equally without prejudice, and shall not allow harassment in any way. No one shall be subject to discriminatory treatment due to their age, language, race, nationality, health status, gender, marital status, religion and sect, political opinion, and philosophical beliefs. Company may impose sanctions up to termination of the work agreement for those who violate these rules. Employees may skip the first and second senior managers and report their complaints to the Human Rights Department, just as any complaints in this regard cannot be inhibited from being reported.

4.4.6. Personal Supports and Donations

Company employees may support third parties outside the Company morally and materially, make donations, and take part in a charity.

5. RESOLUTION OF NONCONFORMITIES TO THE ETHICAL PRINCIPLES

Those who violate the Ethical Principles or Company policies and procedures shall be subject to various disciplinary sanctions amounting to forcing resignation where necessary. Disciplinary sanctions shall also be applied to persons who approve, direct inappropriate behavior and actions leading to the violation of rules, or who has not notified as required despite being aware of these issues.

5.1. Ethics Committees

5.1.1. Aksa Enerji Ethics Committee

Ethics Committee consists of one Aksa Enerji Board Member, Group President / Group Vice President, Human Resources Director, Legal Director and Audit Director. Human Resources Department acts as the rapporteur of the Committee. New member(s) may be added to/removed from the Committee with the approval of the Chairman of Aksa Enerji Board of Directors, who is also the President of the Committee, or the Deputy Chairman. The decisions taken shall be implemented with the approval of the Chairman or Deputy Chairman of the Board. When meeting for matters related to employees in positions under manager, Aksa Enerji Ethics Committee shall consist of the Unit Senior Manager of the employee, Human Resources Director, Legal Director and Audit Director. New member(s) can be included in the Committee with the approval of the President of the Committee.

5.1.2. Company Ethics Committee

Company Ethics Committee is led by the related Group President/Central Manager assigned by the Group President and consists of Human Resources Manager, an Auditor assigned by the Audit Director and Lawyer (Staff Lawyer in regions where available, Contracted Lawyer in other regions). New member(s) can be added to the Committee with the approval of the Company Senior Manager. New member(s) to be added are preferably selected among persons related to the matter and/or department.Company Ethics Committee meets for matters related to the employees in positions under manager. The person assigned by the Company Senior Manager acts as the rapporteur of the Committee.

5.2. Ethics Committee's Role

Ethics Committee is responsible for investigating the complaints and reports regarding a violation of Aksa Enerji Ethical Principles and resolving these matters.

5.3. Meeting and Decision-Making Principles of the Ethics Committee

Where a situation occurs / is learnt to occur which violates the Ethical Principles in any unit of the Group / Company, the situation shall be reported, in writing or via e-mail, through a related senior manager, to the Human Resources Department. These reports shall be made to etik@aksa.com.tr.  eports of violations coming from outside the company shall also be made to etik@aksa.com.tr. Human Resources Department shall invite, in writing, the Ethics Committee for a meeting within 6 days of the notification about a case of violation.

The Committee shall meet within the latest 6 days in an event requiring disciplinary action and shall start an investigation where necessary. Upon completion of the investigation, the Ethics Committee shall be invited for another meeting to take a decision. Decision shall be taken by the Committee, implemented and recorded in the minutes book. Committee decisions shall be taken by majority vote. In case of equal number of votes, the President of the Committee's vote shall be counted as 2 votes. Within 6 days following the taking of the decision, it shall be communicated to the staff and, if any, necessary actions shall be taken. Employer shall be considered to be unaware of the situation and the staff shall be considered innocent regarding the subject of investigation until the Ethics Committee finalizes the matter and takes a decision.

5.4.  Ethics Committee's Powers

Ethics Committee shall be authorized, for the purposes of healthfully evaluating and concluding the files and documents subject to the investigation;

a) To examine the registration file of those concerned,

b) To ask for/receive information from the relevant authorities,

c) To directly hear witnesses and experts,

d) To take the statement of the staff under investigation,

e) To make other examinations and researches.

The Committee may ask for an expert's opinion where necessary, and make use of experts by taking actions that will not violate the principles of confidentiality during investigation.

6. EFFECTIVE DATE

The Ethical Principles shall take effect from the date of 07.01.2016. It shall be acted in accordance with the Company Senior Management's opinion in all cases that are not mentioned here.

7. PUBLIC DISCLOSURE

Aksa Enerji Ethical Principles shall be disclosed to the public and all employees. In the event of any change, same liabilities shall apply.