02. CODE OF ETHICS AND BUSINESS CONDUCT

A. Integrity

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

B. Avoiding Conflict of Interest

Conflict of interest occurs when an individual or a corporation is in a position to exploit his or their own professional or official capacity in some way for personal or corporate benefit.

Vizyoneks, we aim to avoid conflicts of interest related to our business activities. In case of a potential conflict of interest, we apply legal and ethical methods in order to protect interests of related parties, if we believe in the solutions. In situations that we hesitate, we consult our managers or Code of Ethics Advisors.

i. Avoiding Actions in Favor of Self or Close Relatives

In Vizyoneks companies, spouse and first, second and third degree family members are not allowed to be a part of the same reporting line or the decision making mechanism.

In the recruiting process, if human resources hiring personnel or managers who are decision makers have a kind of relationship as being spouses or first, second or third degree family members with the job applicant, they are required to take precaution in order to avoid conflict of interest.

Thus, alternative personnel, who are not considered to have conflict of interest, should be involved in the hiring process.

Employees of Vizyoneks Companies, their spouses and first, second or third degree family members should not have any kind of financial interest, which may be perceived as conflict of interest, in a company that does business with Vizyoneks Companies as a competitor, supplier or client. Also, the employees must not serve as a board member, partner, advisor or employee in these mentioned parties.

If the above mentioned situations exist, the employees should contact to their managers or Code of Ethics Advisors.

Vizyoneks employees are not allowed to perform actions directly or indirectly that requires them to be considered as ‘merchants’ or ‘tradesmen’. Employees are not allowed to work for another person and/or other company that they get paid or earn similar interest during or after work hours.

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However, employees may work for a person and/ or other trade organizations that they get paid or earn similar interest after work hours if there is no conflict of interest or does not create an obstacle in order to continue their duties and if it’s approved by the Human Resources Manager and the General Manager.

Refereeing, mediating, peer reviewing cases with the appointment of legal or administrative bodies are excluded

from        the         above         mentioned         limitation.

ii. Receiving and Giving Gifts

Vizyoneks employees should not request gifts, earnings, aids, entertainment, special sales, commissions or discounts for self-interest purposes that can jeopardize their independence, decisions and actions. They must not accept any kind of offers of this nature.

It is not allowed to accept gifts from parties or persons if any kind of business relationship exists except for gifts with symbolic meaning and which have value less than 50 USD.

Employees are not allowed to receive cash or cash equivalent gifts borrow money from suppliers, consultants, competitors or clients.

Employees may off er and receive entertainment, treat, and meals in reasonable limits. In cases of representing the company in organizations or seminars, gifts in the form of rewards, shields, etc. can be accepted for the memory of the day cash cannot be accepted.

In activities (entertainment, free of charge education, seminar, travel, accommodation, meal etc.) sponsored by third parties, our employees are expected to be careful for situations that can potentially cause conflict of interest in their decision making processes. Vizyoneks is aware that occasional declining of these kinds of offers may affect our client relationships negatively. Therefore, offers like free conference, introductory meeting, education or similar participation offers, public organizations; sports and similar activities may only be accepted by written approvals of direct supervisors.

Employees are not allowed to give gifts to persons or organizations that Vizyoneks companies has a business relationship with, except promotional gifts. Promotion materials and gifts designated to be given to clients, dealers, or other third parties that we have business transactions with must be approved by the Head of Corporate Affairs.

In case the local culture requires receiving or giving gifts above the mentioned value, these gifts can be accepted only on behalf of the company after the review of Code of Ethics Advisor. In all circumstances, gift giving or gift receiving process should be in line with the local culture. In this regard, the gifts must be used within the company instead of personally.

Accepting, giving or offering bribe and/or commissions will not be tolerated in any circumstances.

iii. Political Activities

In political activities that Vizyoneks employees participate personally and voluntarily, the below mentioned conditions must be considered:

• Political activities should not cause conflict of interest in terms of employees’ duties and responsibilities.

• While performing personal political activities, employees are not allowed to use their titles, company name and company resources.

• In the work environment or within the working hours, political propaganda is not allowed. Employees cannot be requested to be a member of any political party and working hours cannot be spared for such activities.

iv. Former Employees Doing Business with Vizyoneks

In order for a former employee to work with Vizyoneks companies as a vendor, provider, consultant, broker, representative, dealer or suchlike;

• Must not have disciplinary action records in the former company,

•    Must not have conflict of interest due to duties held in the former company.

Moreover, the former employee may have held a position with access to sensitive information and commercial decision-making mechanisms in the Vizyoneks. If this is the case and if he / she wants to do business in the same or similar fi eld, it is essential that the employee does not enter into a business relationship with Vizyoneks companies until 3 years after the date of leaving the job. The Ethics Committee is authorized to evaluate and approve exceptions.

In order to do business with former employees, these conditions must be followed and a report presented by the related department manager must be approved by the Ethics Committee.

v. Trading with Shares of Vizyoneks Companies

In case Vizyoneks shares are traded in the stock market, employees must comply with the Capital Markets Board procedures in order to trade with shares of Vizyoneks companies. However, employees know that trying to gain any kind of benefit, including trading shares directly or indirectly by using any kind of confidential information or providing it to third parties is insider trading and is illegal. Company policies related to the implementation of Capital Markets Board procedures are applied precisely. Employees who are included in the “Insiders List” must comply with the related regulations, company policies and procedures.

vi. Consultant Responsibilities

Consultants must be honest and transparent in all their communications and reporting, ensuring that information is accurate, complete and not misleading.

Consultants have an obligation to protect the company's trade secrets, customer information and other sensitive data. They must act in accordance with confidentiality agreements and not share information with unauthorized persons.

Advisors must not put their personal interests ahead of the company's interests. They must promptly disclose and avoid potential conflicts of interest.

Advisors must act in accordance with professional standards in the performance of their duties and complete assigned tasks in a timely and complete manner.

Consultants must comply with all legal regulations, company policies and industry standards. Fully comply with the company's code of ethics.

Consultants must act fairly and equally in all business relationships. Avoid unethical behavior such as discrimination, harassment or bullying.

Consultants must report unethical behavior or violations to appropriate channels.

They should not condone ethical violations and should intervene when necessary.

C. Protection of Trade Secrets and Confidentiality

Information is one of the most important assets to be used in achieving Vizyoneks’s vision. In this regard, using the information effectively, sharing it properly, and ensuring its confidentiality, completeness and accessibility in this process are the common responsibilities of all of our companies and employees.

Confidential information includes but is not limited to Vizyoneks intellectual property rights and all kind of innovations; written, found, developed or applied database, printed communication materials, business processes, advertisements, product packaging and labels (marketing, product, technical) business strategies, strategic partnerships and partnership information, financial information, employees’ personnel files, client list, price products designs, method information (know how), list of conditions, potential and current client information, supplier information and similar sorts of printed, graphic or machine readable information.

Implementation of the Procedures

Vizyoneks employees should comply with confidentiality expectations and follow the below mentioned rules :

• Confidential information, unless imposed by judicial decisions and regulatory requirements is not allowed to be disclosed to third parties.

• Confidential information should not be changed, copied, transferred, allowed to access by unauthorized persons or damaged. Precautions should be taken in order to prevent confidential information from being disclosed. Any changes on the information should be recorded by date.

• Confidential documents and information should not be taken out of the company. If confidential information is to be taken out of the company, the approval of the related department’s top manager ( General Manager/ Vice President ) must be taken.

• Passwords, usernames, authorization and similar information which are used to access the company information systems should be kept confidential and should only be available to authorized users.

• Company confidential information should not be talked about in cafeterias, elevators, service cars or similar public areas.

• In the event that it is beneficial for Vizyoneks to share

information with third parties and/or persons, it is a priority to sign a confidentiality agreement to ensure the responsibilities related to the protection and information security or a written confidentiality commitment must be received from the third party. In such cases, it is required to get support from the Legal Department.

• All official statements are to be announced to the investors, partners and public by specified departments of the company. All official statements must be complete, comprehensible and simultaneously disclosed.

• Gossip and/or unsubstantiated statements about individuals or institutions are not allowed.

• Employee specific confidential information such as salary, benefits and personal information should not be disclosed except to authorized personnel. Employees’ personal information must be sent privately. Employees should not be pressured to disclose such confidential information and they should not disclose such information to others.

• Even if it is not written and identified as confidential, similar type of information and documents must be protected. Our employees’ responsibility to protect confidential information is present when they work for Vizyoneks and it also continues even if they leave the company.

D. Our Responsibilities

As Vizyoneks, we act with responsibility in our business activities. Besides our legal responsibilities on behalf of our brand “Vizyoneks”, we act carefully to fulfil our below mentioned responsibilities to our clients, employees, shareholders, suppliers and partners, competitors, society, humanity and other stakeholders:

i. Our Legal Responsibilities

All of our domestic and international activities are done in accordance with Turkish and international laws. We provide complete and comprehensible information to the legal regulators in a timely manner. While performing our business activities, we stand equal to the public institutions, administrative bodies, non-governmental organizations and political parties. We accomplish our obligations with sense of responsibility.

ii. Responsibilities to Our Clients

We work with a customer satisfaction focus with an understanding of satisfaction-oriented manner where client needs and requests are answered in the shortest time accurately and proactively. We provide our services on time and as promised; we approach our clients with respect, honour, fairness, equality and in a polite manner. We are committed to protecting our customers’ data.

iii. Responsibilities to Our Shareholders

Sustainability is our priority in order to create value for our shareholders. Our decisions are based on well-known economic criteria and we value the efficient management of resources with understanding of financial discipline and accountability. We provide timely, accurate and comprehensible information about financial statements, strategies, investments and risk profile in our public and shareholder announcements. Interviews with the investors, financial analysts, press members and such parties are done according to the company procedures. Unless instructed to do so, we do not make written or verbal statements representing Vizyoneks Companies.

iv. Responsibilities to Our Employees

We have our employees use their personal rights completely and accurately. Employees are treated with integrity and fairness. We are committed to providing a secure, healthy and non-discriminative work environment. We strive to support our employees’ personal development, encourage them to volunteer in appropriate social and community activities as well as try to ensure their work-life balance.

Provision and sustainability of fair and secure work environment:

• Company applications about employment and business life are in accordance with related laws and regulations and employees are responsible for complying with them.                                                                                                                                                  

• Vizyoneks human resources policy and procedures, enables fair practices in hiring, promotiontransfer-rotation, performance management, pricing, rewarding, social rights, education and similar areas.

• Any kind of discrimination such as racism, language, gender, political ideas, religion, age, disabilities, etc. among the employees, cannot be tolerated.

• Religious propaganda is prohibited in the company. We aim to prevent discrimination by supporting collaboration with creating a positive and coherent work environment. Employees with diff erent religion, ideas and opinion are aimed to work together in coherence.

• We provide a healthy and secure work environment and conditions for all employees.

• Managers are not allowed to lend to or borrow money from the employees.

Respect and confidentiality of private life in the workplace:

• Vizyoneks employees are open, respectful, honest, and responsible while they share their thoughts and opinions with each other and they are also guided by courtesy rules.

• All employees private and family lives are respected.

• None of the written, verbal and electronic communication can be recorded, shared and/or published without employees’ permission. Even if communication is recorded in accordance with the law, these records are restricted to be shared with others or be used beyond the purpose.

• Employees’ personal information can only be used for business related purposes and such information is restricted to be shared with third parties unless the permission of the individual is granted.

Harassment and mobbing:

• Any physical, sexual and/or emotional abuse of our employees or by our employees to our stakeholders with whom we have business relationship, at work place or anywhere they are present due to work will not be tolerated. Any negative attitude or behaviour towards anyone who reports such abuse or cooperate during a related investigation will be considered as violation of our code of ethics.

• Actions to be considered as mobbing, which is systematical and planned actions to make someone resign or decrease someone’s work performance and alienate from work, will not be tolerated.

Responsibilities to Our Suppliers / Business Partners

We act fairly and respectfully as well as strive to fulfil our responsibilities in a timely manner as expected from a good customer. We protect the confidential information of individuals, organizations and business partners that we do business with.

vi. Responsibilities to Our Competitors

We only compete in legal and ethical areas and we avoid unfair competition. As Vizyoneks, we support activities, which aim to provide the ideal competitive structure for the society.

vii. Responsibilities to Society and Humanity

Preservation of democracy, human rights, and conservation of the environment; education and charity activities, eradication of crimes and corruption is of utmost importance to us. We pioneer in social affairs with an awareness of good citizenship and responsiveness; we try to play a role in non-governmental organizations, in services and activities for the benefit of the society and public.