Anti-Corruption and Anti-Bribery Policy

We have an Anti-Corruption and Anti-Bribery Policy in order to reveal any action that is against the Code of Business Ethics of Merkur Holding.

SCOPE OF ANTI-CORRUPTION AND ANTI-BRIBERY POLICY

This policy covers;
- All Merkur Holding employees including the Directorate
- Companies under our framework and their employees
- Other related parties working on behalf of Merkur Holding including consultants, lawyers and external auditors
- Companies we offer or receive service from and their employees and Business Partners

This policy is an integral part of;
- Corporate Governance principles approved by the Directorate and the Code of Business Ethics of Merkur Holding
- Codes of Practice by the Human Resources Department

DEFINITIONS
Corruption: It is the misuse of the position that one holds in order to gain direct or indirect advantage.
Bribery: It is the action of giving, offering, receiving an item or a service with a certain value in order to influence an individual who holds a legal duty or an advantaged position of sort.

• Any sort of donations
• Any sort of gift or hosting
• Payments in any sort
• Social or other benefits

DUTIES AND RESPONSIBILITIES
It is the Directorate’s duty to implement, control and update the Anti-Bribery and Anti-Corruption Policy, therefore they uphold some requirements listed as;

• The Directorate must ensure an ethical, reliable, legal and controlled working environment advised by the Corporate Governance Committee
• Taking risks into consideration and assessing Risk Management, Senior Management is required to provide a control mechanism in relation with the Directorate
• The Supervisory Board and Finance and Accounting Department is obliged to supervise if the operations are conducted safely or in compliance with the necessary regulations
• In case of any incompliance with the policies, regulations and rules; the report and sanction mechanisms must be operated and processed

Also, all Merkur Holding employees are responsible for;

• Compliance with the policies founded by the Directorate
• Risk management in business operations
• Consistency with the legal regulations and the policies of the Merkur Holding
• In case of any breach of the regulations, policies or rules of business ethics or Anti-bribery and Anti-corruption policy; immediate report and notification of the related authorities

Companies We Offer or Receive Service From (Business Partners)
Every company we offer or get service from, mainly our Business partners has to abide by the rules and comply with the policies and other relevant regulations of this policy and in cases of any incompliance with them, the business relations shall be terminated.

Selection Criterion of the Companies and Business Partners
Besides from experience in the subject of related area, financial performance and technicality, Merkur Holding Senior Management takes into consideration the morality and the background of the companies we offer or get service from and our Business Partners. The companies with a background of bribery or corruption are not to be cooperated with and this responsibility of making the necessary research and receiving information about the other party belongs to the Senior Management and the Supervisory Board shall check compliance with related issues.

Agreement with Companies We Offer or Get Service from and Business Partners
If the companies in question meet the selection criterion and to be made contract or agreements with, listed conditions are valid;

• Full compliance with the necessary regulations and the policy
• Ensuring that the employees also will abide by the principles of the policy and act accordingly
• Regularly notifying the employees about the obligations of the policy and the Ethics line as well as reminding them to report any case of breach

In case of any situation against the Policy occurs, a provision should be stated in the contracts regarding the termination of the business agreement.

POLICY AND PROCEDURE

Bribery and Corruption
As Merkur Holding we are against any kind of bribery or corruption regardless of its purpose and it will not be tolerated.
Any business relationship with 3rd parties aiming to cooperate with Merkur Holding through bribery will not be considered and any relation regarding business will be terminated.

Gift
Usually for thanking or for commercial courtesy customers or business partners offer symbolic products which are called gifts that doesn’t include a payment of any sort.
In order to show good faith all gifts offered to Merkur Holding (or any Merkur Holding employees) by the 3rd persons must be accepted in public. Gifts must be symbolic with low financial value and any gifts other than that shall not be accepted, but even under these circumstances gift acceptance shouldn’t turn into a regular theme.

Facilitation Payments
Any person or institution under the obligation of this Policy shall refrain to offer any facilitation payment to government agencies for shortening or guaranteeing the process.

Donations
Capital Market Law imposes legal restrictions on donations and aids and Merkur Holding abides by them. However, Merkur Holding’s employee’s own donations independent from their work and position are not the subject of Merkur Holding Anti-Corruption and Anti-Bribery Policy.

Correct Recording and Accounting
Accounting and Recording issues related to Merkur Holding are arranged accordingly with the legal regulations and those are listed as;

• All third party (suppliers, customers etc.) related documents, invoices and accounts must be kept and recorded completely with accuracy and shall be consistent.
• Falsification or distortion is not acceptable on any kind of document related to any kind of transaction.

Training and Communication
All employees of Merkur Holding have been notified about the Anti-Corruption Policy and Anti-Bribery Policy and through periodic announcements and we shall continue to raise awareness.

Notification of Policy Breaches
If there is any proof, suspicion or opinion about an employee that acts against the policy on behalf of Merkur Holding, related authorities should be made aware of the situation.

As a principle we encourage transparency and honesty in our company, therefore we support any employee that comes forward with his/her concerns with good intentions and we keep the notification in private and secret. None of our employees will be pressured or punished for the notification of the breach and no position change will be made unless it has been requested by the employee in subject and in case the employee in question is under that kind of treatment, he or she shall report it.

The companies and the business partners of ours are also entitled to remind their employees about the policy and encourage them to notify in case of any breach. This must be ensured by putting a provision into every contract that Merkur Holding is a part of.

Policy Breaches In cases of a breach of the Policy or an inappropriate act, after the notification of the related authorities, the issue must be reviewed and necessary sanctions must be implemented.
During the conduct of contracts with companies we offer or receive service from and our business partners, with reference to the provision that states in any case of breach of the policy the business contract will be terminated and in an actual case of any breach the business contract shall be terminated without compromise due to:

• Administration Approach
• Anti-Corruption and Anti-Bribery Policy
• Risk Management
• Business Ethics>