1. PURPOSE OF CODE OF CONDUCT and ANTI BRIBERY AND CORRUPTION POLICY

The Code of Business Ethics and Anti-Bribery and Anti-Corruption Policy reflect Metgün’s commitment to ethical business practices and its expectations of ethical conduct from its employees and business partners. These rules apply to Metgün, its branches and subsidiaries, senior executives, board members, employees, contractors, subcontractors and suppliers, business partners, intermediaries, lobbyists and anyone acting on Metgün’s behalf. Regardless of the size and location of the business, Metgün’s commitment to these rules is in line with all laws and regulations, without violating universal human rights and ethical values.

The main principles covered by the Code are described below. It is important that these principles described below within the scope of business ethics are not perceived as restrictive. Although not mentioned here, there may be situations that pose risks, and these situations are managed within the framework of the Code.

2. SCOPE OF BUSINESS ETHICS RULES

2.1. INDIVIDUAL CODE OF ETHICS

Metgün has set high ethical standards for everyone working on behalf of the Company. Individuals must adhere to laws and regulations and comply with the requirements and standards set by Metgün in the performance of their duties.

Metgün expects its employees to show courtesy and respect during their work. Each employee must refrain from any negative behavior that may affect the work environment, employees or the Company. This includes any form of discrimination, harassment, or any other behavior that may make employees feel undervalued, threatened, or harassed. Metgün employees, agents and representatives must respect the cultural and traditional requirements of their environment.

2.2. EQUALITY and DIVERSITY

Metgün does not allow any employee to be subjected to sexual, physical, psychological harassment, pressure or bullying. Harassment is unwanted and unrequited behavior in the workplace that harasses, humiliates and hurts employees. Harassment can occur between an employee and his/her manager, coworkers or between an employee and anyone else in the workplace. If it is not reciprocated and unwelcome, the following examples can be examples of harassment:

• Physical contact or sexual demands
• Stalking
• Persistent glances with sexual innuendo
• Persistent verbal abuse or threats
• Persistently interfering with an individual’s work, workspace, belongings or personal materials.
• Jokes, insulting or humiliating comments
• Humiliating or demeaning gestures and hand gestures
• Circulation and display of defamatory visual or written materials in the workplace.

Having employees with different backgrounds, education and personal development is an important asset of Metgün. Metgün is committed to providing equal employment opportunities to all qualified employees and candidates.

Metgün employees must comply with all laws and regulations that prohibit discrimination based on age, race, gender, ethnic origin, nationality, religion, health, disability, marital status, sexual orientation, political or philosophical opinion, union membership.

If an employee is exposed to or observes any abuse, he/she may report it to the Human Resources Department. The Company undertakes not to take any negative action against the employee who reports in good faith.

The recruitment process is evaluated entirely within the framework of the candidate’s qualifications and characteristics. Wages are determined according to the Company’s relevant policies and standards as well as the employee’s contribution to the Company.

Metgün respects all individuals without discrimination and actively strives to provide a positive working environment based on equality and diversity. However, it may sometimes take positive discrimination to achieve equality and diversity.

2.3. SUSTAINABILITY

Metgün acts with the philosophy of “Sustainable development is only possible with a sustainable environment.” Metgün minimizes the impact of the environmental aspects of its activities and projects and aims to ensure sustainable and innovative development in all areas related to the environment, ensures efficient consumption of natural resources with effective waste management, adopts a management approach that complies with environmental regulations in the projects in which it operates. It carries out sustainability studies to ensure the balance between economic growth and environmental factors and effectively complies with the studies.

2.4. CONFLICTS OF INTEREST

Metgün employees must always be loyal to the Company and act with integrity in their business dealings. Employees must not provide any advantage to other companies, organizations or individuals that could be used against the Company. In the performance of their duties, Metgün employees shall avoid all relationships that may create or be perceived as a conflict of interest and that may adversely affect their judgment or freedom of action.

Metgün employees may not work with or be a client with a a spouse, partner, first-degree relatives such as biological or adopted children, grandchildren, parents, grandparents, siblings or children of siblings, household members, or anyone else in whom Metgün has a direct or indirect financial interest, without informing the Company, Compliance Officer or managers in advance. They must not be on the board of directors of, or work as an executive in, companies that are competitors of Metgün. In addition, anyone who lives with or is economically connected to the employee is considered a family member.

Metgün employees must not engage in any activity or agreement that could undermine business integrity and trust. Employees who find themselves in a conflict-of-interest situation should contact their immediate supervisor and inform the Compliance Officer.

Employees may not use Metgün assets or information obtained through their positions for personal gain or to compete with Metgün. Any situation that may cause a conflict of interest must be reported to senior management.

In the event that people working on behalf of Metgün are employed by other companies that compete with Metgün, this must be notified in writing to Metgün management without delay and written approval must be obtained.

2.5. RESPECT FOR LAWS AND REGULATIONS

Metgün’s reputation is built on its respect for all laws and practices in the countries in which it operates. It is the responsibility of the company and its employees to be aware of the laws and practices in the countries in which it operates. Each employee should be aware that violations of laws and practices may result in disciplinary action, as well as civil and criminal lawsuits.

To achieve high ethical goals, Metgün expects compliance with ethical standards that go beyond local laws and practices. In addition, Metgün is committed to human rights and labor laws, health and safety standards, environmental protection, anti-corruption, fair competition, taxation practices and accounting standards. Metgün also comply with the principles of the United Nations Declaration of Human Rights, the Organization for Economic Cooperation and Development (OECD) and the International Chamber of Commerce (ICC).

2.6. CONFIDENTIALITY

Confidential information includes, but is not limited to, intellectual property rights and all kinds of innovations belonging to the Company, as well as databases, printed communication materials, business processes and business plans, business strategies, information on strategic partnerships and partners, financial information, personnel information, customer lists, price, design, method information (know-how), specifications, information on potential and customers and all similar information.

Information is one of the most important assets that the Company will use to realize its goals. Accordingly, it is the shared responsibility of employees to use information effectively, to share it correctly and to ensure the confidentiality, integrity and accessibility of information in this process.

Metgün employees should be aware of what information is commercially sensitive, should not share this information with any competitor within the scope of competition laws, and should pay utmost attention to these issues in business-related settings. As these laws are complex and vary from country to country, Metgün employees should always consult with the Compliance Officer or the Legal Department when in a dilemma. However, Metgün employees whose duties and positions bring them into frequent contact with competitors or suppliers should familiarize themselves with the different competition laws.

Employees may not share confidential and non-public information about the company with unauthorized people for any purpose whatsoever. In accordance with the “clean desk-clean screen” principle, it is important that confidential documents are not left open on desks, passwords are carefully kept, and confidential information is not discussed in common areas.

2.7. HEALTH, SAFETY, ENVIRONMENT and WORK ENVIRONMENT

Metgün provides a safe and healthy working environment in all its operations and strives to implement these standards in every project in which it operates. These standards are set out in the Occupational Health, Safety, Environment (HSE) principles and all personnel, subcontractors and suppliers are expected to comply. To reduce the number of accidents to zero, special attention needs to be paid to high-risk activities. This approach is supported by intensive training for managers and employees and zero tolerance for deviations from these standards.

Metgün aims to reduce, minimize or avoid the environmental impact of its operations by demonstrating its commitment to applicable environmental laws and regulations wherever it operates. In this respect, relevant local and international laws, regulations and conventions are followed by Metgün. This commitment also applies to Metgün’s subcontractors, suppliers and business partners.

As Metgün, our primary goal in Health, Safety, Environment is to prevent accidents and damage to people or property and to prevent damage to the environment. To maintain high safety standards, Metgün expects all employees to take responsibility for their own safety in and around the workplace.

Metgün aims to minimize the environmental impact of its activities by taking preventive and sustainable measures to protect the environment. Employees must be familiar with all environmental regulations and ensure that their work complies with current standards, report situations that may harm the environment to the relevant consultants or managers in a timely manner, aim to minimize the environmental impact of activities within their areas, and use Company resources efficiently and sustainably.

2.8. PROHIBITED SUBSTANCES

Employees are prohibited from being under the influence of any stimulants, including alcohol, while working for the Company. No one should use or encourage others to use stimulants or alcohol in violation of the rules.

2.9. PRIVACY OF PERSONAL INFORMATION

Metgün is committed to respecting the confidentiality and privacy of personal information. Personal information is requested and stored only for the effective operation of the Company or as required by law. In keeping with this principle, Metgün respects the individual’s right to privacy and does not interfere with the individual’s life outside of work unless it adversely affects the individual’s work performance or the Company’s reputation and business interests. The following basic rules must be followed by all employees or anyone acting on behalf of Metgün:

• Metgün requires its employees, subcontractors and suppliers, business partners, intermediaries, customers and all those who deal with Metgün to comply with Metgün’s Information Security Policy.
• Confidentiality of personal information is ensured and access to this information is restricted to authorized people who need it.
• Personal information is only used for specific purposes in a fair and honest manner.
• Personal information collected to fulfill legal, regulatory or business needs cannot be kept longer than necessary.
• Be informed about privacy laws when transferring personal information abroad and get consultancy on this issue if necessary.
• Care should be taken when using electronic media. Information created and stored on computers or other electronic devices may not always be secure or confidential. In addition, due to laws and regulations, this information may be accessed, monitored and analyzed without prior notice.
• Employees shall not attempt to obtain personal information without a valid reason and access authorization and shall not transmit personal data to anyone within or outside the Company without ensuring its appropriateness.

2.10. ANTI-MONOPOLY

One of the basic needs of the international economy is competition. Metgün believes that companies should be able to compete fairly in the international market.

Metgün is aware that violations of competition laws can result in severe penalties and may expose its employees to commercial, civil, and public criminal penalties and, in some cases, even imprisonment. In addition, there is a high risk that third parties may seek compensation from the Company for violations of these rules. Therefore, every Metgün employee must understand these laws and work in compliance with them. Metgün employees must not participate in agreements with competitors that have the purpose of influencing the bidding process, sharing markets or customers, or boycotting a customer or supplier.

Metgün is always committed to the principles of fair competition. Metgün employees must not engage in anti-competitive activities, including in countries where activities contrary to international competition laws are legal or where competition laws are not developed.

2.11. TRADE RESTRICTIONS and EXPORT BOYCOTTS

For business purposes and interests, Metgün operates in many different areas and markets. From time to time, certain local or international laws may impose embargoes or other trade bans on services, goods, software or technology. Metgün complies with all boycotts and embargoes imposed by relevant authorities and organizations to the extent that they do not conflict with the laws of the Republic of Turkey. Any Metgün employee who encounters any legal issue or dilemma should consult with the Compliance Officer or Legal Department.

2.12. BUSINESS PARTNERS, SUPPLIERS and SUBCONTRACTORS

Business partners, suppliers and subcontractors are expected to comply with Metgün’s principles. The fulfillment of this expectation is ensured through the inclusion of relevant clauses in the agreements and the mutual commitment between the related parties.

Metgün attaches importance to compliance with ethical principles when selecting business partners, suppliers and subcontractors. In supplier selection, Metgün avoids any gifts, hospitality or any other favoritism that may distort justice, and only works with suppliers, business partners and subcontractors who undertake to comply with the principles stated herein and ensures that this commitment is documented in writing. It also periodically conducts due diligence evaluations of suppliers, subcontractors, partners and intermediaries acting on behalf of Metgün.

It is forbidden for parties who are employees of Metgün or acting on behalf of Metgün or who have business dealings with Metgün to accept gifts or hospitality from parties involved in tender processes in which Metgün participates, or to share confidential business information (bid prices or other commercial information) of any subcontractor, supplier or business partner with any subcontractor, supplier or partner involved in the same process, except where prior approval has been obtained from the Compliance Officer or as permitted under the guidelines set forth in this document.

2.13. USE OF INTERMEDIARIES

If Metgün uses an intermediary, the manager involved in the relationship should ensure that the reputation, background and capacity of the intermediary is adequate by conducting a due diligence. Metgün expects intermediaries to act in accordance with Metgün’s code of ethics.

The agreement between Metgün and the intermediaries must reflect the true, full and complete relationship between the parties in writing. The ethical performance of Metgün and its intermediaries should be regularly monitored, and necessary improvements should be made over time.

2.14. LOBBYING and POLITICAL ACTIVITIES

Lobbying is a special type of intermediation that influences approaches and decisions in the public and private sectors. Lobbying can only take place if the lobbyist clearly states that he or she represents Metgün and intends to influence the other party’s opinion. This obligation must be clearly stated in contracts with lobbyists.

Metgün does not support politicians or political parties and does not make payments to political parties, organizations or their representatives.

Employees are free to participate in democratic political activities but must notify the Compliance Officer in advance and these activities must be conducted without reference to Metgün and without using Metgün resources.

2.15. PREVENTION OF MONEY LAUNDERING

Metgün does not allow its resources to be used by individuals and entities to launder money and make these illicit funds appear legal. Failure to show the forensic source of money or property, even if it is involved in legal activities, can sometimes be attributed as a crime. Money laundering also includes the use of legal funds for terrorism or crime.

Metgün never aids, abets or condones money laundering. Metgün always complies with anti-money laundering laws, takes all possible precautions and questions the merit of the parties involved, and always works with reliable and reputable subcontractors, suppliers and business partners to ensure that the source of the money is reasonably traceable.

Metgün, its branches or subsidiaries, lobbyists, senior executives, board members, employees, contractors, agents, and anyone acting on behalf of Metgün are responsible for payments made by the company, particularly payments to subcontractors, suppliers, or business partners engaged in questionable activities, and must ensure that such payments do not involve any improper transaction. If any payment is, or is suspected to be, inconsistent with these rules, employees must report it directly to their superiors and the Compliance Officer.

Without the approval of their superiors and the Compliance Officer, Metgün employees must never; make payments to people who are not legally entitled to receive the funds or who are not a party to the transaction, receive payments from people who are not legally entitled to receive the funds or who are not a party to the transaction; accept cash in hand despite the existence of a secure banking system, make shipments to customers that are inconsistent with Metgün regulations; or conduct foreign exchange transactions with unauthorized entities.

3. BASIS FOR FIGHTING BRIBERY and CORRUPTION

Metgün carries out its activities within applicable sectoral methods and rules. Metgün attaches utmost importance to business ethics and fair competition. For this reason, Metgün does not tolerate any violation of the anti-bribery and anti-corruption principles set forth in these regulations. Metgün branches and subsidiaries, senior executives, board members, employees, contracted employees, subcontractors and suppliers, business partners, intermediaries, lobbyists, and anyone acting in concert with Metgün must comply with these rules.

Anti-corruption laws exist in almost every country and their purpose is to prevent bribery and similar practices. Violation of these laws can result in heavy fines for the company and imprisonment for individuals. The mere suspicion or implication of violating these laws, whether locally or internationally, may be enough to damage Metgün’s reputation and put its employees at risk, and should be reported to the Compliance Officer and Legal Department as soon as it is discovered.

Bribery occurs when an attempt is made to influence the performance of a person’s job in order to gain an unfair advantage. Influenced business occurs when an improper advantage is given to a person in order to influence the business of a third party. This may include cash payments, commodities, loans, credits, discounts, travel, hospitality and services.

Corruption is improper and unethical behavior in the decision-making process due to a change in the consent of the decision-maker in exchange for a reward or the expectation of a reward. Influencing the consent of the decision maker is never considered a pretext and is strictly prohibited by this Code.

A Metgün employee is prohibited from making promises or conditions to another person that could provide a monetary or other advantage, improperly obtain a job, reward a decision, or obtain a resource. A Metgün employee may not respond to a request for the same purpose. This improper advantage also applies if the improper advantage comes directly or indirectly in the form of a request for assistance from a third party, or a request for assistance from an agent, supplier, subcontractor, joint venture or affiliate.

The subject of the prohibitions may be any public official, political party, agent or employee of a public or private client, or a lending institution or bank. Public officials include, but are not limited to, public or government officials, agents, employees or representatives; any political party or political party officials, agents, employees or representatives; any candidate for public office or political party; members of public organizations; officers or employees of international organizations; international judges or their employees; and finally, employees of companies under government control or owned entities.

It is strictly forbidden for a Metgün employee to accept a bribe or receive any benefit of any kind in return for making a decision that would provide a monetary or other advantage to a third party. The same prohibitions that apply to bribery and influence peddling apply to both the offeror and the acceptor. Such a request or offer is sufficient evidence of impropriety. It is not a prerequisite for the occurrence of a situation in which an improper advantage is taken that the person intending to take advantage of it carries it out.

Metgün may be held liable for bribery or any other wrongdoing by third parties engaged by Metgün, such as suppliers or subcontractors. Thus, Metgün expects third parties with whom it does business to take risk mitigation measures against bribery and corruption.

Facilitating payments are payments made by legal channels to expedite mandatory administrative regulations and formalities. While such payments are tolerated in some countries, they are illegal. Metgün prohibits such payments in principle.

Metgün will not impose penalties or sanctions on any of its employees, even if they suffer job loss or damage to their trade name, for complying with anti-bribery and anti-corruption principles.

3.1. GIFTS, MEALS and ENTERTAINMENT

The Company aims to ensure that business decisions made by Company employees, subcontractors, subcontractors or suppliers, business partners, intermediaries, lobbyists and anyone else who may act with Metgün do not result in any personal gain or conflict of interest. Gifts or entertainment of any kind cannot be given to influence a business decision or to gain an advantage. The same applies to receiving gifts or entertainment.

Metgün employees must not allow their family members or relatives to accept gifts, money, loans, invitations or similar offers of special treatment from people who have a business relationship with Metgün in order to influence business decisions and must not allow their family members or relatives to make similar offers to such people. For this reason, Metgün employees and those acting on Metgün’s behalf must not accept any gift, directly or indirectly, except for promotional items with the company logo on them and of minimal or insignificant value. In cases where refusal would be misunderstood, the gifts received shall be immediately returned to Metgün and the gift shall be treated as Metgün’s property.

Offers of hospitality, such as social events or meals, are acceptable where there is an open and fair business relationship. The cost of the entertainment should be kept as low as possible and information about the people entertained should be documented. For Metgün employees, travel, accommodation and similar expenses that may be incurred during such entertainment must be paid by Metgün. In order to provide or benefit from gifts, hospitality and similar advantages, prior approval must be obtained from the senior manager. Therefore, the following rules should be considered and applied:

• An act of business courtesy may only be offered or accepted for a lawful purpose.
• It must be based on a valid employment relationship justification.
• It must comply with Metgün’s Code of Business Ethics and Anti-Bribery and Anti-Corruption Guidelines.
• Acts of business courtesy provided to or by staff must not have occurred too frequently when considered in aggregate with other acts of business courtesy in a given period. Employees are required to consult with the Compliance Officer in advance if they have engaged in or participated in acts of business courtesy more than six times in the last twelve-month period,
• The act of business courtesy must not be done secretly by other employees of the Company or related people. The act of business courtesy must not be extravagant or wasteful and must be kept within reasonable limits.
• Gifts in cash or cash equivalents (such as gift certificates) should never be permitted.
• Must comply with limits. Acts of business courtesy above monetary limits are subject to written approval by the General Manager before being offered or accepted. For gifts and acts of business courtesy, the limits for giving/receiving and the people for whom approval is required are specified separately.
• Travel, accommodation and other expenses of Metgün personnel must always be paid by the Company.
• In all acts of gift and business courtesy, the form must be filled out and approvals must be obtained. The completed form should be sent to the Compliance Officer and information should be provided.

3.2. APPROACH TO PUBLIC OFFICIALS

Metgün does not authorize any direct or indirect payments, in cash or otherwise, gifts, promises or other advantages, and does not authorize any gifts, benefits or promises to any public official, political party or third party, ta an immediate family member of an intermediary or an agent, either directly or through an intermediary, that would constitute a violation of the law.

“Immediate family members” include spouses, partners, children (biological or adopted), grandchildren, parents, grandparents, siblings, spouses and children of siblings, or any household member. Payments made by a distant relative to any government official can therefore also be criminalized.

These include, but are not limited to, the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), OECD anti-bribery of foreign public officials, UN anti-corruption conventions or anti-money laundering, anti-corruption or anti-conflict of interest laws in the countries where Metgün operates. Metgün should never do business with anyone who has broken anti-corruption laws.

In light of the foregoing, Metgün employees, officers, branches and subsidiaries, as well as its subcontractors, suppliers and business partners, must not give or receive gifts, money, bribes or kickbacks, or anything of “value” that creates unrecorded assets for the purpose of directing business dealings or for any other reason. The term “of value” includes goods, services and non-cash benefits or advantages.

It also includes, but is not limited to, cash or cash equivalents, the purchase/sale of real estate, services at inflated or reduced prices, hospitality, cars, jewelry, household goods, travel, debt, securities or shares. Something of value can also apply to benefits that have no material value. Examples include insider information, stock tips, or illegally arranging or facilitating the arrangement or conclusion of a transaction.

Due care must be exercised when dealing with public officials. Metgün does not allow any gift, payment or anything of value to be offered to public officials that is not covered by this Code.

3.3. SOCIAL AID, CHARITY WORKS and POLITICAL AID

Charitable contributions are contributions to charitable, educational, scientific or artistic organizations under the guise of charity. Although social and charitable contributions are legal and accepted by the international business community, they should be carefully scrutinized for the risk of corruption. Under no circumstances may a social or charitable contribution be made on behalf of the Company to influence an organization, a political party and in particular a public official, to make or withdraw a decision.

In all circumstances, a “Integrity Due Diligence” must be conducted by the Company to ensure that a social or charitable contribution does not directly or indirectly benefit a public official personally.

All social and charitable contributions must be based on a written contract that includes Metgün’s contributions, the contributions of other participants, the purpose and benefits of the project, milestones, timeline and costs. The contract must include anti-corruption clauses and must be approved by the Compliance Officer and the Legal Department with the necessary audit clauses.

Metgün, its employees, officers, agents, branches and subsidiaries, as well as its subcontractors, suppliers and business partners, including agents, lobbyists and all employees acting through Metgün, must not make any political contributions or support any political person or party.

Donations and social assistance should only be made to organizations, public institutions or eligible individuals that inspire confidence that the donation or assistance will be used in line with the objectives of the Code of Business Ethics. For this reason, a detailed examination should be made about the organization to be donated to, and possible “red flags” should be evaluated. For donations to public institutions, donations or social assistance should not be made in cases where a public official may personally benefit from the donation or social assistance.

Necessary documents and records related to donations and social assistance must be kept, and the relevant form must be prepared by the requesting Metgün staff and approved by the manager. Donations and social contributions must not be made in cash and must be accurately reflected in the accounting accounts.

3.4. CASH PAYMENTS

Metgün has defined methods for controlling, recording and reporting cash movements. In principle, every transaction is controlled, recorded and reported. The uncontrolled use of petty cash carries a high risk of corruption. To mitigate this risk, Metgün has created a reliable control mechanism over the use of cash and related accounting records.

Cash payments should only be used when electronic payment or bank transfers are not possible. All cash payments should be recorded in the accountancy account regardless of their monetary value and should be compared with the original invoices that clearly show the purpose of the expenditure.

All cash expenses must be recorded with the original receipt or invoice.

4. LIABILITY FOR COMPANY ASSETS

4.1. ASSET PROTECTION

Every Metgün employee has a responsibility to ensure that Company assets are not misused or wasted. Company assets consist of physical property as well as time sheets, proprietary information, company facilities, company funds and company materials. Metgün employees must, at all times;

• Ensure that goods and property used or accessed are not damaged, misused or wasted.
• Protect the Company’s confidential and proprietary information, proprietary information and intellectual property rights. Use these assets for their intended purpose. They must not use Company assets for their own personal benefit or for the benefit of anyone other than Company employees.
• Theft of the Company’s products and equipment, theft or misappropriation of information, embezzlement through manipulation of time and expense reports may result in termination of employment and criminal prosecution. The Company applies the same sanctions to theft among its employees as it applies to theft of Company assets.
• Written approval from the Compliance Officer is required for the employee to use Company assets outside of work (such as the use of Company property outside of work or the use of Company material for personal gain).
• The employee must not engage in personal activities during working hours that may prevent him/her from fulfilling his/her responsibilities.
• Employees must not engage in commercial or legal/unethical activities (such as gambling, watching pornography) that are not related to work using Company computers and equipment.
• The employee should not use his/her position in the Company, or the acquisitions obtained through the Company’s assets and information to obtain financial gain.

Examples of company assets include money, fixed assets, time spent, or products produced by employees, computer systems and software, telephones, wireless and mobile communication devices, photocopiers, printers, company vehicles, property information, company trademarks.

4.2. ACCURATE INFORMATION, ACCOUNTING and REPORTING

Investors, creditors and other stakeholders have a legitimate interest in Metgün’s financial accounting and reporting. The reliability of financial accounting and reporting depends on the accuracy, completeness and timeliness of accounting records. Therefore, Metgün reports company information accurately, objectively and honestly. This information includes financial and non-financial records and reflects any information, transactions and events that are created correctly. These reports include financial data as well as other information such as HSE performance information or HR records.

Metgün complies with all applicable laws and regulations in terms of record keeping, identification and, where necessary, reporting. Metgün’s principle is to be honest, open and transparent at all times about its operations and the performance and results of its operations. All financial transactions must be fully and completely recorded in Metgün’s accounting records.

At no time should employees conceal, alter or destroy property or information related to Metgün’s involvement in a lawsuit, government or regulatory investigation. This requirement also applies to litigation or investigations that may arise in the future.

4.3. INFORMATION and INFORMATION TECHNOLOGY SYSTEMS

The records kept in Metgün’s Information Technology (IT) systems are considered Metgün’s own property. Metgün therefore has the right to access all such information unless prohibited by law or agreement.

The employee is responsible for keeping his/her electronic files and archives in order. Private use is permitted on a limited basis. Illegal, disturbing and inappropriate content, illegal, disturbing and/or obscene photos, messages or files should not be downloaded, stored or published. Metgün fully complies with the necessary rules against copyright problems that may arise in written materials, photographs and software within the framework of intellectual and industrial rights. For this reason, it is forbidden to download, store or publish anything that violates intellectual and industrial rights.

5. ORGANIZATION, RESPONSIBILITIES, EXECUTION, IMPLEMENTATION

5.1. ORGANIZATION

The Code describes the basic principles of behavior expected of employees, subcontractors, suppliers and business partners doing business with Metgün. It is the responsibility of the Board of Directors to ensure that the Company’s employees are aware of the Code and that the Code is sustainable. The Board of Directors appoints a Company Compliance Officer and Compliance Committee.

The Compliance Committee, together with the Compliance Officer, reports to the Board twice a year on implementation and any necessary changes are discussed there.

5.2. RESPONSIBILITIES

Each employee must familiarize himself/herself with the Code and applicable laws and regulations and perform his/her duties in compliance with them.

Employees shall sign a declaration acknowledging that they have read and understood the Code and agree to comply with it and shall make similar notifications on a regular basis. Failure not to sign the declaration will not excuse non-compliant behavior.

Managers are responsible for ensuring that the activities in their areas of responsibility are within the framework of the rules written in this document. Managers are responsible for communicating the rules written here to employees and guiding employees in the application and interpretation of these rules.

5.3. COMPLIANCE COMMITTEE and COMPLIANCE OFFICER

The Company, through the Board of Directors, appoints a Compliance Officer and Compliance Committee to ensure and monitor the implementation of the Code of Business Ethics and Anti-Bribery and Anti-Corruption Policy.

The Compliance Committee reports directly to the Board of Directors. The Compliance Committee, together with the Compliance Officer, should report to the Board of Directors every six months on the implementation of these rules and possible improvements and updates.

Any guidance or regulations developed and issued by the Compliance Committee and approved by the Board of Directors must be implemented by all those affected by these rules.

5.3.1. Compliance Committee

The Compliance Committee consists of a Board Member, Chief Legal Counsel and Compliance Officer. Chairman of the Committee is the Board Member.

The Compliance Committee assists the Board of Directors in overseeing the Company’s corporate responsibilities and compliance efforts in its fields of activity. The Committee holds regularly scheduled meetings at least two (2) times a year. In addition, the Committee convenes regularly on issues that the members request to be discussed separately and privately. The Committee may hold meetings with other executives of the Company from time to time if deemed appropriate by the Chairman.

The Committee will keep meeting notes and records with the Compliance Officer and records of its other activities, and the Committee’s meeting notes will be distributed to all members.

The Committee is responsible for monitoring the fact that the Company’s activities are carried out in accordance with and in compliance with the Code within the framework of sectoral and international standards, legal business life trends and public policies. The Committee may make appropriate recommendations regarding the implementation of these rules, including but not limited to the following:

• To provide the Compliance Officer with the necessary and sufficient monetary and other resources and personnel to fully fulfill his/her responsibilities.
• Ensuring the implementation of the written rules and regulations guiding the Company and the guidance of the office and other employees in accordance with them in their daily business processes, training of the Company’s public practices, activities related to governmental affairs, including political support, and training of responsible business partners, members of the Board of Directors and managers, office staff and employees and other business partners of the Company who provide support for the Company’s charitable activities.
• Determining the efficiency of the Company’s compliance efforts and related risks on a regular basis.
• Monitoring and auditing of the Company’s processes and transactions.
• Investigate reported incidents of non-compliant and erroneous behavior.
• Improve standards through disciplinary measures and incentives.
• Making necessary revisions to the written rules.
• Developing an ethical culture.

The Compliance Officer will report to the Committee the information on significant non-compliant practices that may affect the Company. In addition, the Compliance Officer will report to the Chairman of the Committee any significant non-compliance information regarding the Company’s employees. The Committee will review the rules on a regular basis and, when necessary, submit its recommendations for amendments to the Board of Directors.

5.3.2. Compliance Officer

The duties and responsibilities of the Compliance Officer include, but are not limited to, the following:

• Monitoring the preparation and publication of regulations to guide employees in the face of specific legal and regulatory obligations, compliance clauses and situations affecting ethical business conduct.
• Preparing materials, documents and updating proposals for the Company’s ethical business rules and submitting them to the Compliance Committee, organizing training for all stakeholders to ensure that these rules are understood and kept in mind.
• Identifying internal and external corruption risks that the company may face.
• Conduct an annual efficiency assessment of the Company’s anti-corruption program; through the assessments, demonstrate how well the Company is implementing relevant policies and regulations at the time of operations.
• Investigating violations of the Code or inappropriate activities or following up on existing investigations.
• Assist in conducting the Due Diligence on intermediaries, subcontractors, suppliers, and observe Metgün’s compliance process and obtain external assistance if necessary.

5.4. INTEGRITY DUE DILIGENCE

Every relationship or agreement with a third party is a source of risk because of the possibility that third parties acting on Metgün’s behalf may, directly or indirectly, incur legal liability and/or reputational damage. Because of the risk of harm when individuals or companies act on Metgün’s behalf, the Company must make every effort to compel these individuals and companies to adhere to ethical standards. For the avoidance of doubt, the definition of “third party” includes all business partners, operators, subcontractors, suppliers, intermediaries, agents, lobbyists, customers and anyone else acting on Metgün’s behalf.

In order to establish or change a business relationship with a third party, that party must comply with the requirements of Metgün’s Due Diligence. The review is conducted to prevent Metgün from entering into a relationship that involves any transparency issues, conflicts of interest or “red flags” and prevents Metgün from doing business with corrupt parties. Otherwise, Metgün may be associated with illegal or unethical parties. The Compliance Officer develops and implements relevant guidelines in connection with the due diligence. Examples of red flags are included in Annex 1.

The scope of the Integrity Due Diligence depends on the risk status of the transaction or party in question. Every Metgün employee should be alert to the possibility of a red flag of corruption or compliance risk. The Compliance Officer must be involved in the preparation and sign-off of each review report, which will include the results of the review and recommendations for improvement, if necessary. The Compliance Officer should assess the existing risks on a new or ongoing agreement with a third party and report to the Board of Directors through the Compliance Committee with recommendations.

Agreements with parties must include all provisions necessary to comply with applicable laws and Metgün’s ethical requirements. The Compliance Officer should write/review and keep the anti-corruption provisions up to date. Significant changes to these provisions must be approved by the Compliance Committee.

5.4.1. Identification of Companies to be Evaluated

When working with third parties, it is critical to conduct sufficient due diligence to understand the third party’s experience, true owners and reputation. When selecting third parties, Metgün places a high level of importance on their compliance with ethical principles. Metgün promotes its ethical principles to partners, subcontractors and suppliers doing business with Metgün and only works with companies that commit to abide by Metgün’s Code of Business Ethics. This is also stated in contracts and purchase orders.

It is neither possible nor necessary to eliminate all ethical/compliance risks that a third party may pose. It is also unrealistic to scrutinize all third parties to the same degree, as not all third parties pose the same level and type of risk.

If the main contract (or expected contract amount) or purchase order amount (or expected annual PO amount) or the total amount of different contracts/purchase orders of the third party at the relevant location) is above the limit of 50,000 USD, then for these companies, due diligence is carried out.

Internet searches are conducted through a variety of sources, including global sanctions lists, public records, negative news checks, checks on legal databases, third-party litigation history, use of specialized databases, credit checks, lists of “prohibited and disqualified companies and people” published by regulatory agencies, and lists of “politically exposed people (PEPs)”.

5.4.2. Evaluation Method

Once third parties are determined to be “in scope”, the next step is to investigate the risk identified in the preliminary assessment in detail across different channels and determine the level of risk.

Prior to the assessment, a Company Due Diligence Questionnaire Form is sent to third parties requesting the company’s statement and supporting documents on issues such as company structure, ethics/compliance management system, labor law & human rights compliance, possible conflict of interest, possible legal proceedings related to the company, relations with third parties and government agencies, gift and donation practices, personal data privacy practices, money laundering, terrorism financing. Sending and following up the questionnaire is the responsibility of the department that establishes the relationship with the company. The incoming questionnaire must be initialed with the company stamp and authorized manager signature on each page.

The accuracy of the incoming information is evaluated by using the preliminary assessment information and the risk level of the third party is determined. This assessment is made by the Compliance Officer, and support is obtained from the Legal Department in legal matters. The result of the assessment is recorded in the Third Parties Ethics & Compliance Due Diligence Decision Form. The risk level of the company is assessed as “high”, “medium”, “low” or “no risk”. The risk assessment should be documented with a reasonable number of evidence documents.

Identifying risks in the assessed issues does not mean that the business relationship with the third party will not continue. Measures to reduce the level of risk identified can be implemented.

The approval and post-approval processes require strong collaboration between the department wishing to engage with the third party, the relevant headquarters department and the Compliance Department. Once the risk assessment and due diligence processes are completed, approval must be obtained to decide whether to proceed with the third party. Approval of the business relationship with low and medium risk third parties involves the Legal Department Manager, the manager of the department entering the business relationship, the manager of the relevant head office department and the Compliance Officer. For high-risk third parties, in addition to these departments, the approval of the General Manager must also be obtained.

5.4.3. Monitoring

Due diligence assessments are updated in accordance with the following timetable as of the date of the assessment, based on the identified risk category.

RISK LEVEL UPDATE

High Risk Every 6 months

Medium Risk Every 1 year

Low Risk Every 2 years

The following monitoring activities should also be implemented to mitigate the identified risk in business relationships with medium and high risk third parties.

• Detailed review of third-party payment claims and progress payments
• Obtaining the third party’s annual declaration of compliance with applicable anti-corruption laws
• Providing training to company managers and employees on ethics & compliance
• Periodic renewal or updating of risk assessment processes
• Periodic and/or risk-based audits of third parties
• Adding additional ethics & compliance clauses to contracts

5.5. RISK ASSESSMENT and REPORTING

At least once a year, the Compliance Officer assesses the external corruption risks to which Metgün may be exposed (e.g. arising from business transactions or business partnerships and internal corruption risks, including non-compliance with anti-corruption policies and regulations). Based on this assessment, the Compliance Officer prepares a report to be submitted to the Board of Directors through the Compliance Committee. The report includes the internal and external corruption risks that Metgün may face and the measures that can be taken to eliminate them.

Metgün establishes an anti-corruption compliance assessment program to be conducted on a regular basis by the Compliance Officer. The purpose of this assessment is to regularly review the anti-corruption policies and regulations and examine how these policies and regulations are implemented within Metgün’s operations.

5.6. COMMUNICATION

The Code has been shared with all employees and is also available on Metgün’s internal network and the web page. The Code is communicated during employee orientation, internal communications and classroom training.

In order to ensure effective communication with external parties, inquiries about Metgün or its employees should be directed to the relevant communication unit or the Compliance Officer.

Employees making press releases must act in accordance with the above requirements. Employees should not make statements about the Company’s financial results, prospective financial performance or business activities unless specifically instructed to do so. Employees must ensure that Metgün or its shareholders are not harmed by any outside source of communication. It must be recognized that violations of the rules governing the disclosure of non-public information may expose both themselves and the Company to legal sanctions.

5.7. HANDLING CASES of DOUBT AND BREACHES of CODE

All employees must immediately report any possible violation of the Code. Suspected violations may be reported to the employee’s manager, the manager’s manager, the Compliance Officer, the Compliance Committee or any member of the Board of Directors, or other reporting mechanisms established by the Company may be used. Metgün undertakes that no action will be taken against the person making a report in good faith. All reports and notifications must be followed up by the Compliance Officer and taken seriously. If reports are not made anonymously, the Compliance Officer and the Compliance Committee shall keep the source of the report confidential.

Any manager who receives a report involving a violation of anti-corruption laws and regulations must promptly forward it in writing to the Compliance Officer.

All employees should raise valid concerns in good faith. There must be no suspicion or fear that they may be sanctioned, even if these concerns are raised in good faith but turn out to be unfounded. Notification should be made when the following violations or hazards are believed to exist:

• Violation of Metgün Code of Business Ethics and Anti-Bribery and Anti-Corruption Principles
• Behavior that could discredit Metgün
• Criminal activities
• Endangering health and safety
• Failure to comply with any legal or professional obligation
• Bribery
• Performing an act that is likely to cause harm to employees.
• Damage to the environment
• Unlawful disclosure of confidential information.

If an employee has a valid suspicion or concern that any improper behavior, including any of the above, has occurred, he or she must report it. If an employee is in doubt as to whether a matter is reportable, he or she should consult with the Compliance Officer.

5.7.1. Principles for Raising Concern

The aim of the Company management and the Compliance Officer is to ensure that employees are aware of the following issues and report their concerns:

• The notification must be made with honesty, integrity and in good faith.
• The notification must be in sufficient detail to enable the necessary investigation to be carried out effectively.
• If an employee makes a report knowing it to be false or unfounded or makes untrue allegations in bad faith or for personal gain, they will be subject to disciplinary action.
• The review of the notification shall be conducted under the strictest confidentiality.
• While it is expected that reports will mostly concern the actions of Metgün employees, they may also concern the actions of business partners. Therefore, individuals who have a valid reason to be concerned about violations of the Code of Business Ethics by business partners are encouraged to share their concerns.
• Metgün undertakes that no sanctions will be imposed on, or considered detrimental to, any person who informs authorized people, company units or other authorities in the company about possible violations of the company’s code of ethics, laws or other rules.
• Notices may be made by subcontractors, suppliers, business partners, agents or any other person, other than employees.

5.7.2. How to Report Concern

Normally, an employee’s complaint should be addressed to the manager of the relevant department to ensure that the chain of authority is followed. In this way, the matter will reach the senior management of the relevant department. Senior managers are obliged to transfer ethics and compliance notifications to the Compliance Officer. Employees may report directly to the Compliance Officer if they prefer or if their reports are related to their manager(s).

Notifications can be made face-to-face, by phone, e-mail, or through web page. Notifications and documents to support the notification can be sent to the e-mail address etik@metgun.com.tr. Notifications of breach of ethical rules can be made via the “Ethics Line” to +90 (212) 3582010 ext. 1454.

Employees or others can file an anonymous complaint (silent mechanism) through web page. However, for anonymous complaints to be investigated effectively, the matter must be explained in detail. One of the main criteria for deciding is whether sufficient information is available for investigation. If the complainant has given his or her name, the identity of the person making the complaint will be kept confidential within the framework of this Code in the interests of honesty, fairness and openness. However, if for any reason the complainant feels uncomfortable using the usual complaint reporting channels, he/she may also submit his/her complaint directly to the Compliance Officer. The Compliance Officer and the Compliance Committee will honor the person’s request for anonymity within the framework of these rules.

5.7.3. Review and Reporting of Notification

Factors such as confidentiality concerns, potential legal proceedings, potential problems due to actual or alleged ethical or illegal violations, and potential reputational damage can make the process challenging and complex. By its very nature, this process involves accusations or allegations against employees within the company.

The review of the notification is carried out to determine whether there are actions and behaviors defined as ethical/compliance violations in the regulations, to determine the extent of the violation, if any, and to take appropriate measures, and to determine the ways to eliminate the damage and losses incurred or potential damage and losses. In addition, the notification review also includes the activities of collecting information and documents from relevant sources within the scope of the review and research carried out to prevent the repetition of the actions, and preparing a report to inform the relevant units about the results and conclusions reached.

All notifications will be shared with the Compliance Officer, who will conduct a preliminary review with the support of different departments within the company to determine the scope of the issue and the relevant people. The Chairperson of the Compliance Committee, the Compliance Officer and the relevant department manager, depending on the content of the notification, will decide on the path to be followed in the evaluation of the notification.

In order to finalize a notification, the work done must be reported in writing. Reporting is made to the Compliance Committee and other people deemed appropriate by the Committee. Violation of Metgün’s ethical values may result in disciplinary action, dismissal with or without warning and, if necessary, reporting the situation to the relevant authorities.

5.8. TRAINING

The Code of Business Ethics and Anti-Bribery and Anti-Corruption Principles Training, which is prepared for all Metgün employees, covers the principles of Metgün’s policies and regulations on business ethics and includes questions and answers. This training is provided to all employees as part of the orientation program and is repeated annually. It can be applied to managers of subcontractors when necessary.

Reminder publications are sent by the Compliance Officer on a regular basis or when deemed necessary, explaining the content of a subject of the Code of Conduct and examples of its violation in practice.

Commitment and declaration forms are prepared in which all personnel declare that they have read, understood and accepted all of the regulations.

Suppliers’ purchase orders and subcontractors’ contracts contain a clause in which they undertake to comply with Metgün’s Code of Business Ethics.

5.9. AUDIT and REVIEW OF RULES

Compliance with the Code will be monitored by the Compliance Officer and reported to the Board of Directors through the Compliance Committee every six months.

The Compliance Officer conducts audits, investigations and reviews to protect the rights and interests of the Company and employees, to develop recommendations against internal and external ethics & compliance risks and to provide reasonable assurance. The Company’s Board of Directors and the General Manager provide the necessary resources to ensure that the Compliance Officer has sufficient number and quality of personnel, has a suitable working environment and technical equipment to ensure effective audit activity.

The Compliance Officer is authorized to access all departments, records, assets, information, documents, regulations and personnel that may be relevant to the subject matter in annual audits to be conducted or special examinations to be assigned. The personnel of the audited department are obliged to provide direct information about transactions or activities that may cause damage or material losses to the Company. If any level of management prevents access to the aforementioned information, documents or papers, the next higher-level manager must explain the reasons for such prevention and the Compliance Committee must be informed.

The Compliance Officer carries out his/her work within the framework of the audit calendar and appropriate programs. The audit schedule is made as a result of risk assessments and by considering the requests and suggestions of the General Manager. Apart from ordinary audits, no preliminary program is prepared for activities such as investigations, examinations and special audits.

Before starting the field work, the General Manager and the senior management of the project/company where the audit will be conducted are informed. At the end of the fieldwork, findings, risks and recommendations related to the audited function/department/process are documented. The actions to be taken regarding the findings of the audit are prepared by the audited department and sent to the Compliance Officer.

In addition to the audit reporting made during each visit to the project, the Compliance Officer also reports to the Board of Directors every six months on the general scope of work during the year.

Metgün reviews this Code once a year and may make additions or changes. Comments or suggestions from all employees regarding the Code are welcomed. Employees are informed of any significant changes to the Code.