Policies

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

DIVIDEND POLICY

1. Purpose

ORGE Dividend Policy is determined and implemented considering Turkish Law of Commerce, the Capital Market Law, related regulations and Capital Markets Board (CMB) resolutions, tax laws, other relevant legislations, and the Company’s articles of association.

2. General Principles of Dividend Distribution

ORGE Dividend Policy is based on a dividend distribution policy in the form of stock, or cash and/or advance payments, as determined by the CMB and being not less than the amount as permitted by other relevant legislation.

To this end, the Company has implemented the policy, considering the current and upcoming operational and financial performance expectations; investment and operational capital needs and growth opportunities, and finally cash reserves; also taking account of national and international macroeconomic and industrial conditions and trends.

3. Permanence of Policy and Public Disclosures:

Changes to be made in dividend policy will be disclosed via company website and public disclosure platform.

Information regarding resolutions on dividend distribution will be included in earning releases and financial reports.

4. Dividend Distribution Principles

According to the Article 15 of the Articles of Association:

The net profit of the company which is reflected in the balance sheet as the sum remaining after the deduction of general expenses and depreciation which should be paid and set aside by the company as well as all taxes payable and losses of previous years (if any) from the revenue calculated at the end of the operating term shall be distributed as follows;

General Legal Reserves:

a) 5% is set aside as legal reserve.

First Dividend:

b) From the remaining amount, and over the sum that should be calculated by adding any donations made during the year, first dividend is set aside according to Turkish Commercial Code and CMB regulations.

c) After the above deductions are made, the General Assembly may decide to distribute profits to the members of the Board of Directors, employees and charitable foundations.

Second Dividend:

d) The General Assembly is authorized to distribute wholly or partially the amount of the net profit remaining after the deduction of the amounts specified in (a), (b) and (c) as second dividend or, if desired, allocate it as extraordinary reserve fund.

General Legal Reserves:

e) 10 % of sum remaining of distributed dividend to all parties after deduction of %5 of first dividend is added to general legal reserves according to the Article 519 of the Turkish Commercial Code.

No decision can be made to set aside any legal reserve, to carry over profits to the next year or to distribute profit to founder of dividend shares and common redeemed shares owners or board members and employees, employees of the company, charitable foundations founded for different purposes and person/institutions with similar qualifications unless the reserves stipulated in applicable legislation are set aside and first dividend is distributed to the shareholders as mentioned in the Articles of Association in cash and/or in the form of share certificates.

Dividend is distributed equally to all shares existing as of the accounting period regardless of issuance and acquisition date thereof.

Data and method of distribution of profit is determined by the General Assembly upon proposal of the Board of Directors.

Company can distribute interim dividends according to CMB regulations.

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

BUYBACK POLICY

1. Purpose

The purpose of this policy is to regulate the procedures and principles applicable to ORGE Enerji Elektrik Taahhüt A.Ş. (ORGE) in the buyback of its shares.

2. Objectives of Buyback Transactions

ORGE may buy back its shares for such purposes as avoiding imminent and severe losses in the price of its shares, avoiding the low company valuation in the market, providing tax advantages to the company, optimizing the capital structure of the company, to use in employee share ownership plans, to make use of its free cash flows, etc.

It essential to maximize the value of the company, as well as to prevent damage to minority shareholders, or to provide liquidity to these shareholders while maintaining buybacks.

3. General Principles for Buyback Transactions

1) For ORGE to buy back its shares, it shall be necessary for the general assembly to give authorization to the board of directors. This authorization shall be given through the approval of the buyback program submitted by the board of directors at the general assembly meeting. Once authorized through the approval of the buyback program at the general assembly meeting, the board of directors may transfer this authority to any real or legal persons.

2) To avoid any close or significant loss, ORGE may initiate a buyback process without an authorization decision of the general assembly, provided that the regulations of the Capital Markets Board (CMB) regarding public disclosures are complied with.

3) ORGE shares shall be deemed to have suffered a close and significant loss, if, during a month prior to such a decision of the board of directors, the daily weighted average price:

a) has fallen below the nominal price; or

b) has reduced by more than 20 percent.

4. Term of the Buyback Program

The term of a buyback program shall be a maximum of three years. This term may be extended to five years should the buyback program be related to a buyback of shares for employees of the company or its affiliates, and until the due date of the relevant capital market instrument in the event of the issuance of capital market instruments that are convertible into shares, or that may be exchanged for shares.

5. Elements of a Buyback Program

It shall be obligatory to include the following issues in a buyback program, to be prepared by the board of directors. CMB regulations are reserved.

a) Purpose of the buyback.

b) Term of the buyback program, if any.

c) Maximum number of shares to be bought back.

ç) The program will be terminated once the maximum number of shares have been bought back.

d) How the transactions that will require the correction of the price according to lower and upper price limits for the shares to be bought back will be taken into account, to be determined either pro rata to a certain indicator, or fixed.

e) The sales principles of the shares that are bought back during the term of program, if any.

f) The total amount and source of the funds allocated for the buyback.

g) The number of shares that have been bought back and that have not yet been disposed, and their ratios to capital, as well as the results of the previous program, if any.

6. Transaction Limits Regarding Share Buybacks

1) The nominal value of the ORGE shares that have been bought back, including those from previous programs, cannot exceed amount stated in CMB regulations. Of the shares bought back, those that are sold out during the program shall not be considered a discount item in the calculation of this rate.

2) The total price of the ORGE shares to be bought back cannot exceed the total amount of resources that may be subject to dividend distribution, pursuant to the CMB regulations.

7. Situations under which No Buyback or Sale may an be Performed

In the event of any material information, the disclosure of which has been postponed by the Company, no buyback or sale transaction can be made.

8. Public Disclosure

1) Any decision regarding the preparation, change, etc. of a buyback program taken by the ORGE Board of Directors shall be announced, through a Material Event Disclosure, to the public in accordance with the CMB regulations, and shall also be published on the ORGE website.

2) For each buyback transaction, ORGE shall make a Material Event Disclosure before the start of the session on the first working day following the transaction date regarding the nominal amount of the shares subject to the transaction, the ratio of these shares to the capital, the transaction price, the nominal amount of the shares previously bought back under the same program, transaction dates and if any, the privileges related to these shares.

3) If the shares bought back, including those that have been previously bought back, are disposed of, a Material Event Disclosure shall be made before the start of the session on the first working day following the transaction date regarding the nominal amount of the shares subject to the transaction, the transaction price, their ratio to the capital, the ratio of the remaining shares to the capital, the amount of profit/loss realized, the privileges related to these shares, and the date of the transaction.

9. Miscellaneous

1) For issues not specifically regulated within this policy, the provisions of the Communiqué on Buy-Backed Shares of the CMB and other relevant legislation shall be followed.

2) In the implementation of this policy, the regulations of the CMB regarding buyback transactions, the principles and board decisions of the CMB, and the minimum requirements that have been or will be introduced by CMB shall be taken into consideration.

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

CODE OF CONDUCT

Our code of conduct sets out our core values and rules of behavior.

The rules of behavior that make up our code of conduct are not new by any account. They have, however, been rewritten with the aim of identifying the values that we feel are most important in our relationship with our employees, clients, subcontractors and suppliers, and society as a whole.

In ORGE Enerji Elektrik Taahhüt A.Ş.:

-We are considerate, motivated and critical, and feel connected with and responsible for the people with whom we are involved.

-Our people are our key success factor. A healthy, safe and motivating working environment is essential for all employees,

-We appreciate one another, respecting each other’s knowledge and skill and acting accordingly.

-We are open, transparent and honest in our relationships. We work together, accept responsibility and are consistent.

-We understand the complex challenges and Interests of those we interact with, and offer bespoke innovative and sustainable solutions with a courageous and decisive attitude.

In ORGE Enerji Elektrik Taahhüt A.Ş.:

Employees

Employees are selected from among hard-working, reliable, dedicated, honest and appropriately equipped people with highest ethical values.

Employees work to increase the value of the company and strive to representing their company in the best possible way on every platform.

Employees respect the law and internal regulations, and has the necessary consciousness to ensure continuous customer satisfaction. They take care to benefit the company in their duties and avoid any kind of actions and behaviors that may be construed as providing benefits for themselves or their relatives.

Employees pay maximum attention to the effective and proper use of company resources, and avoid the use of company assets and resources for personal interests.

In such an environment where customer relations are of great importance, ORGE employees pay maximum attention and care to customer relations and strive to provide their customers with the best service. They act honestly and fairly in customer relations.

ORGE Employees act and are asked to act in a careful and respectful manner. This principle applies to all internal and external communications, including through multimedia.

ORGE ensures that employees work in safe, healthy and appropriate environments, and care is taken to ensure that their rights arising from legislation are met in a timely, complete and fair manner.

All ORGE investors are appreciated for their contributions and trust. ORGE is committed to create value for minority shareholders and act in their best interests through: transparent reporting, strong corporate governance, share buybacks and dividend distribution

Employees are informed by the ORGE about Corporate Governance Principles. It is ensured within the company that these principles are adopted and fully complied with.

All reports, financial statements and records are prepared in accordance with local and international standards.

Investor relations policy in action ensures that all the material information will be presented to the public and will be in understandable, accurate, clear, timely, and complete manner.

ORGE always acts in favor of social benefits of communities where he does business and respects for the environment while taking care to protect natural resources with environmental awareness. Trying to cut various kinds of waste and hence working in an environmentally conscious way within agreed boundaries ORGE always looks for innovative and sustainable practices.

ORGE expects all parties with whom the company does business to never demand or expect bribes or other inappropriate benefits from our employees, representatives, or agents, either directly or indirectly. It also expects them to refrain from promising, offering or giving these either.

ORGE wishes to avoid the appearance of impropriety of corporate gifts, thus, ORGE corporate gift policy bans promising, offering or giving any kind of gifts, donations or sponsorships that can be seen as a pay-off or be intended to ‘extract’ favors.

Briefly, ORGE always abides the laws and regulations and never takes part in corrupt practices.

ORGE EMPLOYEES SHARE OWNERSHIP POLICY

1-This policy defines the principles governing the allocation of ORGE shares to the employees of our Company, Orge Enerji Elektrik Taahhüt A.Ş. (“ORGE” or “Company”) in order to increase the unity of interest between the profitability of the Company and the interests of employees, thereby increasing the contribution of the employees to the Company’s profitability and efficiency.

2-In line with this policy, ORGE employees will be given Company shares based on their positions in the Company, their seniority and their periodical performance, and any other criteria that may be deemed appropriate by the Company’s Board of Directors.

3-The procedure to be followed for the acquisition of company shares by ORGE employees is determined by selecting one or a combination of the following methods, or other methods that may deemed appropriate: the transfer of the shares of the major shareholders that currently control the management to company; the allocation of the shares of the company that are bought back by the company perviously; the participation of employees in a conditional capital increase to be made. The method of application and the procedure to be followed are decided by the board of directors.

4-Within the scope of this policy, ORGE aims for its employees to acquire ORGE shares. In order to monitor the effectiveness of the policy application on the performance of company and its employees, employees at the ORGE management level may participate in this application as of the effective date of the Policy. Employees deemed eligible for the acquisition of shares in each accounting period with consideration of various factors, including eligibility criteria are determined with a board of directors resolution.

5-The amount of shares that the employees will be entitled to receive is determined based on the years in the Company, and depending on the criteria specified in the decision of the board of directors. Employees are required to have completed at least two years of service if they are to receive shares of the company. This provision does not mean that every ORGE employee who has completed two years of service is entitled to receive shares.

6-In order to be eligible for company shares, the minimum length of service determined by this policy and/or the decision of the board of directors should be completed in full. Employees are not entitled to receive shares based on the proportion of their length of service to the minimum requirement. When the employment contract ends, for any reason, before meeting the requirement for minimum length of servicer, the employee will in no way be entitled to any shares of the Company. The Company’s board of directors may consider current performance as well as the previous and potential contributions of employees to the company, and may make exceptions to the minimum length of service.

7-An employee who is entitled to acquire shares based on a decision of the board of directors may send a notification on any date after fulfilling the minimum length of service, and will receive the determined Company shares within 45 days following the date of notification.

8-ORGE is not responsible for any taxes that may arise from the use of the entitlement to receive ORGE shares, or thereafter. Any taxes, expenses and fees that may arise from receiving ORGE shares will belong to the relevant employee.

9-The quantity of Company shares held by Company employees on any date may not exceed 2 percent of the Company’s circulated shares and 2 percent of the Company’s capital.

10-If an employee decides to sell the Company shares acquired within the framework of this policy, s/he must first offer these shares to the Company. Based on the notification to be made to the Company in writing, the Company may purchase, within 10 days after the notification the shares in question at the weighted average price of the second session of Borsa İstanbul A.Ş. on the date of notification. If the company does not respond within 10 days or notifies the employee with a written notice, stating that it will not purchase the mentioned shares, the said employee is free to sell the shares freely. When the company shares are not purchased by the Company, the employee cannot claim any loss due to changes in the market price of the Company shares during the waiting period.

11-In contrary to the commitment specified in Article 10, if an employee sells the Company shares acquired in accordance with this policy on the market, without offering them to the Company initially, s/he must pay to the Company the full amount of the shares sold, plus 100 percent of the sales price as a penalty. The company may ask, at any time, the employee for an account statement and balance status document to demonstrate the availability of shares.

12-On the basis of a decision of the board of directors, the Company may change all essential factors of this policy, including such principles as minimum length of service and minimum position, that have been determined previously with this policy or a previous board decision, may cancel the policy for certain or all employees covered by the policy, or may temporarily or permanently cease the enforcement of this policy.

13– This policy has been accepted with the Board of Directors’ decision dated 04/03/2020 and numbered 2020/05, and notified, by signature, to employees who have been given the right to acquire shares within the scope of this policy according to the same decision.

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

RENUMERATION POLICY

ORGE Enerji Elektrik Taahhüt A.Ş. aims to reinforce its employees’ desire to maintain their high performance through its performance-based remuneration and reward policies.

The wages and benefits policy of ORGE Enerji Elektrik Taahhüt A.Ş. is based on a fair and competitive system that takes the competencies, job-based responsibilities, education and work experience required by the job and possessed by the employees as the basis, and that aims to “reward the high performance”.

The wages of our employees are evaluated and updated once at the end of each year, in line with the internal balance, the individual performance results, wage research, our target position in the market and economic indicators.

The basis for the wage system is the job staging infrastructure. For the duties within the company, the business levels are determined considering the quantity of work performed, and ideal wage levels are set for these levels as a result of market research and an internal analysis. This system allows us to implement a wage policy that ensures fairness within the company and competitiveness in the market.

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

ANTI-CORRUPTION POLICY

1.      Endorsement Message of the Chairman of Board of Directors

As one of the leading companies in the national electrical contracting sector, ORGE Enerji Elektrik Taahhüt A.Ş. (ORGE) accepts integrity, honesty and reliability as the core corporate values in the company, in accordance with its international leadership goals.

ORGE’s compliance with laws and regulations is one of the cornerstones of the trustworthiness and prestige of our company, providing us high hopes for the future.

As ORGE, we believe that a company should carry out its business with the highest level of ethical understanding and rules to ensure long-term success, and we carry out our activities accordingly.

We are fully aware that any act of corruption, rather than providing an advantage, will harm the company, as well as our employers, business partners, employees, customers and any other stakeholders who benefit from our business.

We will continue to strive at the highest level to ensure that all groups benefiting from the business of ORGE act with this consciousness, and to raise awareness of this issue.

As the Chairman/Board of Directors, we declare and undertake that we will be the most significant supporter of this anti-corruption policy, which has been developed and implemented as a significant and integral part of ORGE’s values and its ethical and corporate responsibilities, that we will be following its implementation, and that we will make every effort to improve it.

2.      Commitment to the Fight against Corruption

ORGE undertakes to act in compliance with all national and international anti-corruption laws, regulations and treaties that prohibit corrupt behaviors aimed at obtaining new jobs or maintaining existing ones, or obtaining any inappropriate privileges.

ORGE’s anti-corruption policy also prohibits making facilitation payments, being illegal payments made to secure or speed up a routine transaction or process with public institutions.

ORGE does not tolerate any behaviors that violate or have the potential to violate the standards specified in national and international laws and regulations related to the fight against corruption and bribery, nor any failure to report such behaviors to the relevant authorities.

To state briefly, “ORGE never involves in any form of corruption”

3.       Anti-Corruption Legislation with which we Commit to Comply

Turkey is part to various regional/international anti-corruption conventions, including the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Civil Law Convention on Corruption and Criminal Law Convention on Corruption of the Council of Europe, and the United Nations (UN) Convention against Transnational Organized Crime and the UN Convention against Corruption (UNCAC).

Moreover, Turkey is a member of the Group of States Against Corruption (GRECO), which is the monitoring body of the Civil Law Convention on Corruption and the Criminal Law Convention on Corruption of the Council of Europe, as well as the OECD’s Financial Action Task Force (FATF).

In Turkish law, anti-corruption regulations are dealt with, in criminal terms, in the basic criminal laws (Turkish

Criminal Law, Law of Criminal Procedure, Law of Misdemeanor). Moreover, there are also various legal arrangements that are directly or indirectly related with the fight against corruption, such as the Law on the Declaration of Property and the Fight against Bribery and Corruption, the Public Procurement Law, the Public Procurement Contracts Law, the Law on the Right to Information, the Public Financial Management and Control Law, the Law on the Establishment of the Ethics Committee of Public Officials and Amending Certain Laws, and the Law on Prevention of Laundering of Crime Revenues.

In addition, the Turkish Commercial Code, the Capital Markets Law and the Corporate Governance Principles contain provisions related to transparency and the fight against corruption.

There are also local regulations regarding the fight against corruption in the regions where ORGE operates and/or will operate.

Within this context, ORGE undertakes to operate in compliance with the international and national laws and regulations mentioned above, as well as all laws and regulations related to corruption and the fight against corruption to which it is and/or will be subject to in the regions in which it operates and/or will operate.

4.        Scope of the Company Anti-Corruption Policy

All internal stakeholders of ORGE, including its partners, members of the board of directors and contractual employees, are obliged to comply with the ORGE anti-corruption policy.

In addition, ORGE’s business partners, consortium partners, suppliers, subcontractors, representatives, agents, customs agents, customs brokers, lawyers, consultants, proxies and licensors, lobbyists, and any other people acting on behalf of ORGE, are also informed about ORGE’s expectations regarding its ethical code of conduct and anti-corruption policy.

As is the case for ORGE employees, all such individuals must comply with ORGE’s code of ethical conduct and anti-corruption policy when they operate on behalf of, or for the benefit of, ORGE.

ORGE employees must be prepared for potential violations of anti-corruption rules or laws if third parties or intermediaries are involved in a transaction. If a representative or consultant suggests making a payment that appears to be inappropriate or unusual, it is necessary to investigate the subject and the recipient of the payment. If the request is suspicious in all respects, the payment should be refused.

5.      Anti-Corruption Training Program

ORGE ethical awareness and compliance training programs are designed, implemented and maintained in such a way that the requirements of the ORGE anti-corruption policy are covered, ensuring that all employees throughout ORGE understand the values, standards and ethical codes of conduct of ORGE, as well as the legal obligations required by their jobs, at a level of detail suitable for their tasks.

6.      Gifts, Entertainment, Travel Expenses, Social Relief and Donation Policy

As required by commercial courtesy, offering entertainment and gifts to each other by the parties of a business relationship is a normal, expected and customary part of doing business. In this context, not all gifts, entertainment, travel expenses and donations are prohibited in the ORGE practice.

However, it is strictly forbidden to present a gift, to make an expenditure for entertainment or travel or a donation, etc. for the purpose of ensuring an unfair advantage to ORGE or influencing the recipient’s decision when negotiating a new business or maintaining or carrying out an existing one.

Care should be taken to avoid any reasonable perception that such donations are offered to ensure an unfair advantage in the relevant business. To this end, it is possible to benefit from a gift conformity test and related examples.

The relevant ORGE policy should be reviewed for examples of prohibited gifts that are never acceptable under ORGE Policies, the conformity test, related monetary limitations, and detailed practices regarding gifts, entertainment, travel expenses, and contributions and donations for social relief purposes.

ORGE employees should consult with the ORGE Legal Department or the ORGE Ethics Helpline if they have any questions or hesitations about a gift, entertainment or travel expense, or contributions and donations for social relief purposes.

7.      Facilitation Payments

In some countries, officials expect small payments or even demand such payments to carry out their routine tasks on time, or just to perform the task they are required to do.

Such payments may be requested by officials of public security, postal services, port operators and tax collection agencies, public authorities with regulatory functions, those in charge of granting licenses and permits, custom officers who process visas or other official documents, or those who supervise the movement of goods at the borders.

Such payments are called facilitation payments, and although they are prohibited by national or international laws and regulations in most cases, the abovementioned officers/officials expect or demand such payments as a normal part of doing business.

The ORGE anti-corruption policy strictly prohibits making facilitation payments, i.e. payments made for the purpose of securing or speeding up a routine transaction or process carried out with public institutions.

If an ORGE employee encounters a problem regarding facilitation payment requests, s/he should contact his/her manager, the Legal Department, and/or Compliance Officer in the shortest possible time.

8.      Political Supports, Contributions or Donations

In general, ORGE’s resources and opportunities cannot be used to support political activities or campaigns, nor can they be donated to political parties.

In the event of a non-governmental organization and/or a similar institution to which ORGE’s policy allows contributions being deemed to have a relationship with a political party by an objective observer, prior approval should be taken from an appropriate ORGE manager, or the necessary notifications should be made.

All expenses to be made in this context should be fully and duly recorded and explained. Even when such activities are allowed, precise accounting records of all expenses covered and all related costs incurred in connection with them should be kept.

If an ORGE employee is considering to give a gift to any public authority and/or officer, s/he should consult with the Legal Department or the ORGE Ethics Helpline before taking action.

In this context:

• Scheduled or unscheduled visits or requests for meetings to or from officials of executive or legislative bodies, or to or from political parties or their candidates in Turkey, are reported to the Company’s headquarters.
• Aside from in Turkey, any requests or visits to or by a public official or political candidate are to be reported to the ORGE General Manager.
• It should be ensured that any corporate or project contributions, political activities, or the use of ORGE time or resources for political purposes are approved by ORGE officials.

9.      Anti-Retaliation Policy

ORGE strictly prohibits any kind of retaliation against employees who raise questions and claims about violations of the code of conduct, who report suspicious actions, who take part in inspection and audit tasks, who refuse to take actions that are or are likely to be against rules, or who take advantage of their legally protected workplace rights (Actions under Protection).

Disciplinary sanctions, which may include also termination of employment, are applied against ORGE employees who retaliate against an ORGE employee who has taken an Action under Protection, or those who violate this policy.

10.  Reporting and Application Channels for Violations of the Code of Conduct and Anti-Corruption Policy

10.1.        Application Procedure

All ORGE employees are entitled and liable to assert a claim for any violations of the code of conduct and anti-corruption policy, and to report suspicious transactions. ORGE employees may forward the information and documents regarding their suspicions and claims, in accordance with the nature of the claim,

to the ORGE Legal Department or

to the ORGE Ethics Hotline in writing (Kozyatağı Mah. Değirmen Sokak Nida Kule No:18 Kat:A 34742 Kadıköy/İSTANBUL), by phone (+902164573263​) or by e-mail (etik@orge.com.tr).

When reporting their suspicions or claims, employees may give their names, or they may submit the report anonymously. The identities of employees who give their names are kept strictly confidential.

If, upon the verification of the subject matter reported by the employee, a significant loss of ORGE is determined and/or if a possible loss is prevented, the relevant employee may be rewarded according to a resolution of the Board of Directors.

10.2.        Acceptance and Processing of Applications

The Legal Department is informed about the registered application in the shortest possible time. A complaint report form is issued by the Legal Department, and an auditor is appointed to make a preliminary examination.

The auditor examines the application in terms of duty, subject and admissibility, and prepares a preliminary report to submit to the Legal Department and the General Manager.

If necessary, a deeper examination may be made and a request made for information, opinions and documents from the relevant units. If the application is found to be acceptable, the relevant employee is asked to submit a written statement within 3 days of the day following the date on which the letter of request for a statement was notified.

Authorities within ORGE who are asked for information are obliged to provide the relevant information and documents within the specified timeframe.

The investigation is completed within two months at the latest, and the resulting report may call for the Board of Directors to convene, if necessary.

Applications that are subsequently understood to contain false statements are canceled on the date on which this situation is ascertained.

10.3.        Disciplinary Sanctions

In the event of an ORGE employee being found to have violated the Code of Conduct and anti-corruption policy, the Legal Department will send a report regarding the situation to the General Manager.

Those who have violated the ORGE Code of Conduct and the Anti-Corruption Policy will be subject to the provisions of the Disciplinary Code. Disciplinary sanctions will be applied also to those who approved or directed inappropriate actions, or those who had knowledge of, but did not make the necessary reports.

The results of examinations identifying no behavior in violation of ethical codes are submitted also to the General Manager.

11.  Monitoring of the Anti-Corruption Policy

Anti-Corruption Policy is monitored within the scope of the ORGE Ethics and Compliance Program. Its effectiveness and results are reported, and it may be subject to change when necessary.

ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

GIFT, ENTERTAINMENT, SOCIAL RELIEF AND DONATION POLICY

1. Gift Concept and its Scope

For the purposes of this Policy, the term “Gift” means anything that has value and covers particularly the following products and services:

■         Cash or equivalents, such as gift cards or shares

■         Credits

■         Material items

■         Release of or collateral for credits or other similar liabilities

■         Dining, offerings, or entertainment

■         Event tickets

■         Accommodation

■         Use of ORGE facilities, properties or services

■         Travel

The concept of “Gift” within the scope of this policy refers not only to giving something of value to someone, else but also to making a gift offer or a commitment to give gifts in the future. The addressees of this policy are expected to accept the wording in the widest possible meaning whenever in doubt.

2. Compliance Test for Gift Offers

Within the scope of its Ethical Business Codes and Anti-Corruption Policy, ORGE does not prohibit all gifts or entertainment expenses. Covering expenses for gifts, offerings and entertainment in order to establish goodwill and strengthen business relationships is encountered all over the world. In many cultures, entertaining people, presenting gifts, or making offers to them as a business courtesy are a normal, expected and customary part of doing business. However, one must take care not to cause a reasonable perception that these gifts and offers are presented to ensure an unfair advantage for the business in question.

At ORGE, a test that includes the following questions is conducted to determine whether a gift is allowed within the scope of the Anti-Corruption Policy.

1. Is the purpose of the gift appropriate?
2. May the purpose of the gift lead to an inappropriate impression?
3. Does the gift violate the recipient’s policies or the laws to which s/he is subject?
4. Does the gift violate ORGE’s policies?

2.1. Is the Purpose of the Gift Appropriate?

Anti-corruption rules and policies do not entirely prohibit giving gifts to or entertaining people. Reasonable and limited expenses for appropriate gifts, such as business lunches while working, and help in establishing and developing business relationships and that do not adversely affect these relationships, since it is also a normal, expected and customary part of doing business in most cultures.

For example, if a gift is given to gain new business, to maintain an existing one, to ensure an unfair advantage to ORGE, or to affect the decision of the gift recipient, then its purpose and/or intention is inappropriate, and therefore prohibited.

If a gift is given as a business courtesy, without any intention of influencing the recipient’s decision or any intention to create an unfair business advantage for ORGE, it may be allowed on the condition that the standards specified in Questions 2, 3 and 4 are met.

As is the case for all transactions related to ORGE activities, all transactions regarding the giving of gifts must be fully and accurately disclosed in commercial books and records.

• May the purpose of the gift lead to an inappropriate impression?

Even if offering or giving a gift to or entertaining a person does not involve an inappropriate intention, other factors such as the type of gift, the means and timing of its presentation, etc. may create an impression that the gift or entertainment is inappropriate. In such a case, one should think about and take into account how the gift or offer may appear to an objective observer who is not a party to the business/action.

If it is reasonably possible for an objective observer to think that the gift or entertainment has been offered for the purpose of influencing the business plan of the recipient or securing an unfair advantage for ORGE, then the gift or entertainment may be construed as corruption. It is therefore prohibited to offer or present such a gift or entertainment.

ORGE employees may not give gifts to public officials for the purpose of influencing decisions that they take in their capacity as a public authority, and should pay particular attention to making sure that gifts offered or presented to public officials comply with all applicable laws, rules and regulations. No gift should be given without making sure that the recipient is allowed to receive a gift according to the rules applicable under the laws and regulations to which s/he is subject due to her/his duty.

• Does the Gift Violate the Recipient’s Policies or the Laws to which s/he is Subject?

Since corruption is a very common problem in business relations involving public authorities or employees, different and stricter rules are applied in parallel with world global practices when compared to commercial customers.

Since there are different laws, regulations and policies regarding gifts in each of these potential recipient categories, even a gift given with a proper intent (Question 1) and without the appearance of corruption (Question 2) may be prohibited according to the specific laws applicable to the recipient and/or the laws applied to the transaction in the relevant jurisdiction. In such cases, the acceptance of a gift is prohibited.

When making such a decision, the recipient should first be subjected to a proper determination. The explanations that can be used in this determination are given below.

An ORGE employee must make sure that s/he is aware of the policies or prohibitions of the relevant company before giving a gift to a commercial customer. Many such policies are published on company websites. Accordingly, it is the responsibility of the relevant ORGE employee to be aware of and comply with these restrictions.

If an ORGE employee considers giving a give a gift to a public authority and/or official, s/he should first consult the ORGE Legal Department or the ORGE Ethics Helpline.

2.4. Does the Gift Violate ORGE’s policies?

In general, even if a gift is given with an appropriate intention and in such a way that it will not create any impression of corruption, and will not violate any laws, rules or regulations applicable to the recipient, it should still be checked for compliance with the policy of ORGE.

Certain types of gifts require prior consultation with or approval from the relevant ORGE manager.

3. Consulting and Approval Requirements

The ORGE Legal Department or the ORGE Ethics Helpline should be consulted before giving any gifts or offerings to, or covering meals, entertainment or travel expenses for, or offering a charity donation to a public official.

4. Political Contributions and Activities:

In many countries, an organization’s political activities are significantly restricted by law. As a general rule, the use of company funds, assets or services for political purposes, or making political contributions to other assets (including time spent by any employees in those activities) are prohibited or subject to very strict rules.

ORGE’s resources and opportunities cannot be used to support political activities or campaigns, nor can they be donated to political parties.

In the event of a non-governmental organization and/or a similar institution to which ORGE’s policy allows contributions to be made be deemed to have a relationship with a political party by an objective observer, prior approval should be taken from an appropriate ORGE manager, or the necessary notifications should be made. All expenses to be made in this context should be fully and duly recorded and explained. Even when such activities are allowed, precise accounting records of all expenses covered and all related costs incurred in connection with them should be kept.

5. Evaluation of Gifts

The ORGE Gift Policy prohibits all inappropriate gifts or entertainment invitations that are contrary to moral values and ORGE’s understanding of mutual respect, that are sexually explicit, and that may reflect on ORGE in a bad way.

6. Rules for Accepting Gifts

ORGE employees are expected to exercise the same due diligence when accepting a gift as is the case while “offering gifts”, in order to prevent the risk of unintentionally violating anti-corruption laws and contracts.

Although gifts and entertainment are widely offered to establish goodwill and to strengthen business relationships, one should take care to ensure that these actions do not create an actual conflict of interest or division of loyalty, or an impression of inappropriate interference to affect business decisions.

In general, it is possible to accept non-cash offerings, such as gifts and entertainment that are presented without request. However, it should not be noted that most of these gifts offered during our business are offered due to our position in ORGE. In such cases, we are not authorized to accept or retain them for personal use, since these gifts and offerings are the property of ORGE.

In general, any gifts or entertainment that seem excessive or luxurious, or that may cause the recipient to feel compelled to do something in return are unacceptable.

As a general rule:

The ORGE gift policy prohibits the acceptance of gifts with a value of more than US $100. For any gifts or entertainment expenses exceeding this amount, approval should be taken from the General Manager of ORGE or the ORGE Legal Department/ORGE Compliance Officer.

The ORGE gift policy prohibits the acceptance of travel and entertainment expenses exceeding $100 covered by third parties. For any gifts and entertainment expenses exceeding this amount, approval should be taken from the General Manager of ORGE or the ORGE Legal Department/ORGE Compliance Officer.

Examples of Gifts that are Never Considered Acceptable are Listed Below.

■ Gifts, invitations or entertainment offers from parties bidding in a tender or participating in a tender process

■ Cash or cash equivalents (gift certificates, discounts, loans, stocks, stock options, etc.)

■ Gifts, invitations or entertainment offered in consideration of or in exchange for something, or that may lead to such a perception or create a feeling that there is an obligation to the offering party

■ Invitations that are contrary to public morality, that are sexually explicit, that do not comply with, or may have a negative impact on the reputation of, ORGE’s values of mutual respect

■ Gifts or invitations that you will not feel comfortable discussing with your manager, when asking for permission or when reading about the incident on the first page of a newspaper

ORGE employees in positions in which they can influence the result of a tender or a job allocation, who prepare a specification for a business, or who participate in contract negotiations, must avoid behaviors that may create an impression of partiality or that may negatively affect ORGE’s reputation for impartiality and fair trade.

When ORGE is in the process of selecting or re-approving a tender winner or contracting party, gifts, entertainment and offerings from a supplier or a subcontractor that are likely to create an impression that presenting them is the way of getting business from ORGE should be rejected.

7. What to do when an inappropriate gift offer is received

A gift offer that is or should be known to be unacceptable under the ORGE policy may not be accepted even if it is known that the gift is not given with the intention of corruption. In such cases, the gift may be rejected kindly, and the other party may be informed about the obligation to comply with ORGE policy regarding the acceptance of gifts.

When rejecting an unacceptable gift that violates the ORGE policy could be construed as a snub to the offering party, firstly, all necessary efforts should be made to kindly reject the offer, and if the other party continues to insist, and if it is understood that rejection of the gift would be deemed to be dishonorable, the gift should be accepted kindly, and the situation should be reported immediately to the relevant manager. In consultation with the ORGE Legal Department and the General Manager, the management will determine the appropriate action to be taken regarding the gift.

This exemption does not apply to cash gifts or cash equivalents, such as gift certificates, bank checks, money orders, investment deposits, securities, etc. Such gifts must be rejected the moment they are offered.

8. Contributions as Donations, Social Responsibility and Charity

Contributions made for social responsibility or charity are part of ORGE’s commitment to sustainable development and are part of its social responsibility understanding. Contributions by ORGE for social responsibility and charity may be made in the following ways:

■ Fund allocations, whether direct or indirect, related to the implementation or award of a priority contract

■ Donation of time, funds or property

■ Making facilities, services or business hours of ORGE available for charitable contributions

■ Giving a proportion of income to a public economic organization established for charitable purposes

■ Organizing charity campaigns to support appropriate Community activities

It should be understood, however, that there is a risk of corruption associated with contributions to charities, and payments made for this purpose may be used as a means of circumventing anti-corruption laws. There may be a corruption when the charity does not exist, when it is a shell company or when it is unlawfully linked to a public official.

ORGE employees are, therefore, should not offer contributions or donations for social responsibility or charitable purposes in the following situations.

■ Ensuring an inappropriate advantage or influencing officials

■ Obtaining or maintaining business

■ Ensuring or maintaining an advantage in carrying out a business

■ When the contributed organization is associated with or owned by an official

■ When the contribution in question is prohibited under the laws of the relevant country

■ When both the donation/contribution and its intended use are not transparent

In addition to these, all donations and contributions for social welfare purposes and their intended use must comply with the applicable legal requirements and other laws that prohibit such a provision of support, or that contribute anything to organizations or individuals that support terrorism and the proliferation of weapons of mass destruction.

All donations for Social Responsibility and Charitable purposes must be included and reported in the ORGE books and records, in accordance with the relevant laws, regulations and standards, and the necessary public disclosure obligations must be fulfilled.

ORGE employees should consult with the ORGE Legal Department or ORGE Ethics Helpline when they have any questions or hesitations about contributions and donations for Social Responsibility purposes.