Ethical Principles

1. PURPOSE

Kazancı Holding A.Ş. defines its “Ethical Principles” as a set of principles and rules that all managers and employees must comply with, aiming to add financial value to its shareholders and enhance its corporate value. These rules are intended to ensure that Kazancı Holding managers and employees act at high standards, are aware of the corporate impact of their behaviors and attitudes, use the most appropriate methods, and exhibit the highest quality conduct. It is expected that the Board of Directors, managers, and all employees comply with the Ethical Principles of Kazancı Holding outlined below.

2. SCOPE

The Ethical Principles apply to all employees of Kazancı Holding, its affiliated Groups, existing and future subsidiaries, and companies within its structure. It is important and mandatory for every employee within Kazancı Holding to comply with these principles. The implementation of these principles is a guarantee of the excellence Kazancı Holding aims to achieve. The principles are broad and general in nature, providing a minimum standard.

3. RESPONSIBILITY

Creating an environment that complies with ethical principles in our company is the responsibility of our managers. Accordingly, our Board Members and managers must first accept the importance of Ethical Principles and comply with them. They act as role models for other employees through their behavior and mindset, and they adopt the implementation and continuity of these principles, particularly in the units they are responsible for. They work to instill company culture and the norms, values, and principles that employees are required to follow. They ensure an environment of open communication for employees to discuss company operations and ethical issues. In their behavior and decisions, they always demonstrate honesty and consistency, including in cases of existing or potential conflicts of interest between their personal relationships or financial and commercial interests and their responsibilities toward the company. If they are aware of or suspect a violation of the Ethical Principles, they must report it to the Ethics Committee without delay.

All Kazancı Holding employees are responsible for implementing the principles outlined in this document; managers at all levels are responsible for overseeing implementation, identifying non-compliance, and taking corrective action.

Additionally, Members of the Board of Directors, the General Manager, and Human Resources Managers/Employees are assigned to support the implementation of Kazancı Holding's Ethical Principles. These roles have the authority and competence to provide support in individual cases.

If there is any doubt about how to apply the principles in a specific situation, the issue should be referred to a higher-level manager.

Any Kazancı Holding employee who has questions or comments about the principles, not limited to a specific case and potentially applicable to current or future situations, must initiate internal communication across Kazancı Holding.

4. ETHICAL PRINCIPLES

Ethical principles are a crucial element both for the success of our company and for personal success.

The ethical principles that our employees are obliged to follow are categorized under four main headings:

• General Rules
• Use of Company Resources
• Relationships
• Obligations to the Company

4.1. GENERAL RULES

4.1.1. Integrity

Honesty and integrity are our core values in all business processes and relationships. We act with honesty and integrity in our interactions with employees and all stakeholders.

4.1.2. Respect for the Law

We comply with all legal regulations related to our operations. Employees are not allowed to act unlawfully even if they believe it may benefit the company or themselves.

Accuracy and legal compliance in financial and commercial records are essential.

If there is any legal uncertainty regarding a matter, it should be consulted with the Ethics Committee, the General Manager, and the Legal Director.

4.1.3. Confidentiality

Confidential information is defined as any information belonging to the company that is unknown to third parties and could cause harm to the company and/or its stakeholders or benefit others if disclosed. This includes financial, strategic, technical, commercial, personal data, and information under non-disclosure agreements with third parties.

Employees are expected to protect such confidential information and use it solely for company operations.

They must be careful to protect the information of Kazancı Holding and all stakeholders, and share it only with authorized individuals. They may not use confidential information for personal gain, including insider trading.

Upon leaving the company, employees must not share any confidential information with third parties.

All confidential documents or electronic files received during employment must be returned to the company.

All official announcements are made through designated Kazancı Holding units to investors, partners, and the public in a fair, complete, timely, and understandable manner.

4.1.4. Personal Securities Investments

Employees may not make personal investments in companies whose shares or financial instruments could create a conflict of interest with their role at the company.

It is prohibited for individuals who may possess non-public information to use it for personal or third-party gain (insider trading).

Insiders include board members, executives (directors and above), auditors, and others who may obtain such information through their duties or contacts.

These individuals may trade shares of Kazancı Holding companies only using publicly available information and for investment purposes (defined as holding for more than three months).

Other employees may freely trade Kazancı Holding shares based on public information without any holding period restrictions.

The above rules also apply to spouses and children; their actions are considered the responsibility of the employee.

4.2. USE OF COMPANY RESOURCES

Maximum care must be taken when using all company resources, whether monetary or non-monetary. These resources may not be used for personal purposes such as spending, gifting, donating, or political contributions.

4.2.1. Equipment and Stationery

Stationery, printed materials, and all company property may only be used for business purposes and may not be taken outside the company. Use must comply with principles of efficiency and savings.

Departing employees must return all assets, documents, and equipment provided to them in accordance with their duties via a formal handover process.

4.2.2. Communication Tools

Email must be used solely for business communication and not for personal purposes.

Whenever possible, email should be preferred over phone communication.

Tools such as fax, photocopier, internet, etc., should not be used for personal matters.

4.2.3. Company Vehicles

Employees provided with company vehicles must use them with due care and diligence.

Traffic fines must be paid by the employee, and no compensation may be claimed from the company for damages caused by personal fault.

4.2.4. Workspaces

No commercial transactions unrelated to business may be conducted within company buildings. During non-working hours, confidential documents must not be left on desks or exposed.

The following rules must be followed regarding office space usage:

• No posters or handwritten notes may be posted.
• No political or campaign-related activities or fundraising are allowed.
• No illegal or company policy-violating materials may be distributed.
• No harmful items such as alcohol, drugs, or weapons may be kept.
• Confidential or critical documents must not be left unattended on desks or cabinets during or after work hours.
• Workspaces must be kept tidy.
• No gambling or lottery activities may be played, distributed, or sold.

4.2.5. Representation Expenses

Representation expenses may be incurred for clients and business meetings only.

These expenses must be used only for their designated purposes, and budget transfers between expense categories are not permitted.

4.2.6. Gifting and Donations on Behalf of the Company

Gifts can be given on behalf of the company in line with business goals, in accordance with regulations, and only if such gifts would not put Kazancı Holding in a difficult position if disclosed publicly.

Gifts and promotional materials to third parties must be approved by senior management; further permission is not needed for distribution once approved.

4.2.7. Time Management

Time is one of the company’s most valuable resources. Employees must use their time efficiently and not engage in personal matters during working hours. Managers must not assign personal tasks to employees. The organizer of a meeting is responsible for its efficiency, and all participants must come prepared and adhere to start and end times.

4.3. RELATIONSHIPS

4.3.1. Relationships with Business Partners, Institutions and Organizations

All employees must be accurate, consistent, trustworthy, helpful, and punctual in their interactions with those who have business relationships with the company and with our customers.

Product/service agreements with those having business relationships with the company are executed within the framework of relevant legislation, company policies, and principles. When preparing these agreements, the following should be considered:

Business partners are selected based on company regulations and procedures; business processes are conducted accordingly.

Opinions from the Legal Department and related units must be obtained for contracts and protocols. The selection of companies must be based on objective criteria such as cost/benefit, without being influenced by any individual.

4.3.2. Relations with the Media

Giving statements to media outlets, participating in interviews, or attending conferences/seminars as a speaker requires approval from senior management. No personal income can be earned through these activities.

4.3.3. Relations with Public Authorities

Relations with public authorities are managed in accordance with laws and company policies/procedures. Information requested by official authorities must be provided accurately and on time.

4.3.4. Shareholders

As Kazancı Holding, our main goal is to create sustainable economic value for all our stakeholders. In this regard, we aim to protect the interests of all stakeholders.

Partnerships and business relationships are structured with a long-term perspective based on trust.

In organizing internal company activities, stakeholders’ interests and rights are equally and fairly observed.

The aim is to create value for all stakeholders.

All company operations are conducted with financial discipline and accountability.

In disclosures made to shareholders and the public, accurate, timely, complete, and understandable information is provided regarding financial statements, company strategies, and investments.

4.4. OBLIGATIONS TO THE COMPANY

4.4.1. Receiving Gifts, Invitations, Donations, and Aid

Receiving gifts: No employee may ask for or imply a request for gifts from customers, contractors, or suppliers. Any gifts, money, checks, property, free vacations, or special discounts that may place the company or recipient under obligation are strictly prohibited. Gifts exceeding a value of 50 TL that are not expected to influence decisions may be accepted only if reported to a senior manager. The total value of all such gifts must not exceed 500 TL.

Accepting Invitations: Employees may attend business-related events that do not influence their decisions and do not conflict with company policies or interests, provided they have written or verbal approval from their immediate supervisor.

Accepting Donations and Aid: No donations or aid may be accepted from individuals or organizations with any business relationship with the company. Any offers of donations must be reported to a senior manager.

4.4.2. Avoiding Activities That Create Conflicts of Interest

A conflict of interest arises when personal interests conflict with those of the company or between customers and suppliers. Employees of Kazancı Holding must avoid any activities that could create a conflict of interest. Using company resources, name, or power for personal benefit and engaging in behavior that could harm the company's reputation or image is strictly prohibited.

Employees, managers, and Board members must avoid any actions that may provide benefits to themselves or their relatives. Company position, assets, or information must not be used for personal gain.

• No special benefits may be accepted from customers/suppliers, and no intermediary relationships may be formed between them for personal benefit.
• In case of conflicts of interest between customers or suppliers, equal and fair treatment must be given to all parties. Employees must act impartially.
• To prevent conflicts of interest, employees must adhere to the following:
• Do not enter into debt/credit relationships or guarantee obligations with customers/suppliers.
• Do not accept invitations, domestic/international travel, or vacations partially or fully covered by customers/suppliers without management approval.
• Do not accept unusual gifts or benefits that create obligations or exceed normal practice from customers/suppliers.
• Do not engage in business relationships with spouses, relatives, or friends unless approved by senior management where company interest is involved.
• Do not influence promotion or reward decisions involving relatives or spouses within the company or its subsidiaries.

4.4.3. Engaging in External Work or Duties

Employees may not engage in official or private, permanent or temporary, paid or unpaid work without prior company approval. They may not engage in commercial activities.

4.4.4. Health, Safety, and Environmental Protection

Managers and employees must ensure that company activities continue in the healthiest, safest, and most environmentally responsible way possible, showing due care and attention.

4.4.5. Discrimination

Managers and employees must treat everyone fairly and equally without prejudice, and must not allow any form of harassment. No one may be subjected to discriminatory treatment based on age, language, race, nationality, health status, gender, marital status, religion or sect, political opinion, or philosophical belief. The company may impose penalties, up to and including termination, for those who violate this rule. Employees are free to report any complaints directly to the Human Resources Department, bypassing one or two levels of management if necessary.

4.4.6. Personal Donations and Aid

Employees may personally provide financial or non-financial aid to third parties outside the company, make donations, or volunteer in charitable organizations.

5. RESOLVING ETHICAL NON-COMPLIANCE

Individuals who violate Ethical Principles or company policies and procedures may face disciplinary actions, up to and including termination of employment. These sanctions also apply to individuals who approve, direct, or fail to report known or suspected misconduct.

5.1. Ethics Committees

5.1.1. Holding Ethics Committee

The Ethics Committee consists of one member of the Holding Board of Directors, the President/General Manager of the relevant business unit, the Human Resources Director, the Legal Director, and the Audit Director. The Human Resources Department acts as the committee secretary. New members may be added or removed from the Committee with the approval of the Chairman or Vice Chairman of the Holding Board of Directors. Decisions made are implemented with the approval of the Board Chairman or Vice Chairman.

For matters concerning employees below Manager level in the Holding Common Units, the Holding Ethics Committee convenes with the participation of the employee’s Unit Senior Manager, the Human Resources Director, the Legal Director, and the Audit Director. New members can be added to the Committee with the approval of the Head of the Holding Common Units, who also serves as the Committee Chair.

5.1.2. Company Ethics Committee

The Company Ethics Committee is chaired by a Company Senior Executive (such as APC General Manager, Company Manager, Regional Manager, Power Plant Manager, or Factory Manager) appointed by the relevant General Manager/Group President. Other members include the Human Resources Business Partner, an Auditor appointed by the Audit Director, and a Lawyer (either in-house or contracted depending on the region). With the approval of the Company Senior Executive, new members may be added to the Committee, preferably those related to the matter or department in question.

The Company Ethics Committee convenes for matters concerning employees below Manager level.

The secretary of the committee is appointed by the Company Senior Executive.

5.2. Duties of the Ethics Committee

The Ethics Committee is responsible for investigating and resolving complaints and notifications regarding violations of Kazancı Holding's Ethical Principles.

5.3. Ethics Committee Meeting and Decision Principles

When a situation involving a violation of the Ethical Principles occurs or is discovered in any unit of the Group/Company, it must be reported in writing or via email to the Human Resources Department through the relevant senior manager.

The Human Resources Department must invite the Ethics Committee to a meeting in writing within 6 working days from the date of the notification.

The Committee must convene within 6 working days in cases requiring disciplinary action and initiate an investigation if necessary. Once the investigation is completed, the Ethics Committee reconvenes to make a decision. The decision is implemented and recorded in the decision log. Committee decisions are made by majority vote. In the event of a tie, the vote of the Committee Chair counts as two votes.

The decision must be communicated to the employee and necessary actions taken within 6 working days after the decision is made. Until the Committee finalizes the matter and makes a decision, it is assumed that the employer is unaware of the situation and the employee is presumed innocent regarding the subject of the investigation.

5.4. Authorities of the Ethics Committee

To evaluate and finalize the investigation files and documents properly, the Ethics Committee has the authority to:

a) Review the personnel file of the involved individuals,

b) Request and receive information from relevant authorities,

c) Interview witnesses and experts directly,

d) Obtain a written defense from the person under investigation,

e) Conduct other necessary examinations and investigations.

The Committee may seek expert opinion when deemed necessary and may consult experts without violating confidentiality during the investigation process.

6. ENFORCEMENT

The Ethical Principles come into force as of May 29, 2015. In matters not covered herein, decisions will be made in accordance with the opinion of the Company Senior Management.

7. PUBLIC DISCLOSURE

Kazancı Holding's Ethical Principles must be disclosed to the public and all employees. If any changes are made to the principles, the same disclosure obligations will apply.