1. Purpose

The purpose of Anti-Bribery and Anti-Corruption Policy (the Policy) is to disclose Anti-Bribery and Anti-Corruption policies which are also applied in Çimsa Çimento Sanayi ve Ticaret A.Ş (“Çimsa”) and contained in the Code of Business Ethics of Hacı Ömer Sabancı Holding A.Ş. (“Sabancı Holding”).

2. Scope

Anti-bribery and anti-corruption policy covers:

• All Çimsa employees, including the Çimsa Board of Directors,
• Suppliers, consultants, lawyers, external auditors, persons, organizations (business partners), and companies from which we outsource good and services and their employees, working on behalf of Çimsa.

This Policy is an integral part of:

• Corporate Governance Principles approved by the Çimsa Board of Directors and applied within Çimsa, which disclosed to the public and Code of Business Ethics of Sabancı Holding,
• Principles which we have undertaken to comply with by joining the United Nations Global Compact,
• Human Resources Codes of Practice

3. Definitions

Subsidiaries: Afyon Çimento

Corruption is the misuse of the power acquired due to the current position, either directly or indirectly, to gain any kind of gain.

Bribery is a person’s gaining advantage or providing advantages to others within the framework of an agreement reached with a third person so that such person acts in breach of the requirements of his/her duty by doing or not doing a job, speeding up or slowing down thereof, etc.

Bribery and corruption may occur in different ways, among these:

Cash payments, Political or other donations, Commission, Social benefits, Gift, hosting, Other benefits can be mentioned.

4. Duties and Responsibilities

Implementation and updating of the Anti-Bribery and Anti-Corruption Policy are in the responsibility and duties of the Board of Directors.

In this context, the followings are required:

• The Corporate Governance Committee is required to advise the Board of Directors to establish an ethical, reliable, legal and controlled working environment,
• Senior management is required to evaluate risks and establish the necessary control mechanisms in compliance with the principles of the Board of Directors,
• Internal Audit Department, Financial Regulations, Accounting, and Legal Department and the Ethics Board are required to evaluate in their fields of duty Çimsa Çimento A.Ş, whether operations are carried out safely and in compliance with legal regulations within the scope of their duties,
• In case of policies, rules and regulations are not complied with, report, review and sanction mechanisms must be determined and operated.

Moreover, all Çimsa employees are responsible for;

• Ensuring compliance with established policies of the Board of Directors,
• Effectively managing the risks associated with their business operations,
• Working in a manner consistent with the relevant legal regulations and the applications of Sabanci Holding and Çimsa,
• Informing the Sabancı Ethics and Çimsa Ethics Boards if they encounter with conduct, activity or application which are in breach of the Policy.

5. The Companies from/to Which Good and Services are Bought and Sold and Business Partners

The companies from which goods and services are bought and to whom goods and services are sold and Business Partners must comply with the Policy principles and other relevant regulations. Relations with persons and institutions failing to comply with these conditions shall be terminated.

5.1 Selection of Companies and Business Partners

In addition to criteria such as experience, financial performance, and technical sufficiency, Senior Management takes into account morality and a positive background in this field during the selection of the companies from which goods and services are bought and to whom goods and services are sold and the Business Partners. The companies and the Business Partners which have negative information about bribery or corruption do not collaborate even if they meet other requirements. Responsibility for making necessary research and evaluation within this scope primarily belongs to senior management. Internal Audit Department evaluates in its controls whether such issues are complied with.

5.2 Reaching Agreement with Companies and Business Partners

In contracts and agreements to be made with companies and business partners who have positive information and meet other criteria, the following conditions are included:

• Ensuring full compliance with the principles indicated in the policy and other relevant regulations,
• Employees’ internalizing these principles and acting accordingly,
• Ensuring its employees to receive training about the Policy in certain periods,
• Reminding its employees regularly about notification obligations and the Ethics Line and encouraging them to notify in case they encounter such situations.
• Provisions stating that relations will be terminated, in case these criteria are not complied with or in case a situation against the Policy occurs, need to be added in the contracts.

6. Our Policies and Procedures

6.1 Bribery and Corruption

Çimsa is against all kinds of bribery and corruption. Accepting bribes or bribing can never be accepted under any purpose.

Business relationships with 3rd persons wishing to get business from Çimsa through bribery or corruption have to be terminated.

• Corruption is a criminal offence in every field where Çimsa and its subsidiaries operate.
• Bribery, which constitutes a crime in commercial relations, can be processed actively or passively. Bribery can arise in any form of direct or indirect personal advantage, promise, authorization, request or take. It can also be given indirectly through intermediaries. Individuals or companies that offer bribes and bribes can be punished.
• Bribery is a crime that requires punishment, and some courts ensure that the laws of the country in which they are located can also be applied outside the country. Therefore, the criminal status of a crime does not depend on a person, a nationality, whether it is committed within or outside the country of the applied country. A bribery penalty can be applied by more than one court order. Punishment of individuals; the fine may be in prison for several years and foreclosure of goods. Companies that offer, promise, authorize or take bribes on behalf of a person may be subject to criminal or administrative fines. The goods they obtained in violation of the law may be confiscated or faced with administrative consequences.
• In the event of providing, offering, promising, authorizing benefits to the public official on behalf of a third party in connection with a formal transaction, this constitutes a bribe on duty. In addition to the results mentioned in the previous paragraph, Companies that offer bribes to a person may also be banned from receiving public tenders or bidding.
• The act of bribery also turns into punishment-related security of abuse if the person who proposes, promises, authorizes, or authorizes bribery acts outside his or her authority to use the company’s assets.

6.2 Gift

A gift is a product generally given by customers or persons with which a business relationship is established as a means of thanking or commercial courtesy and which does not require a financial payment.

All kinds of gifts offered or given to third persons by Çimsa must be offered in public, with good faith and unconditionally. Principles regarding gifts that can be given within this scope and recording thereof have been made written in the Çimsa’s Code of Business Ethics under the Policy of “Giving and Accepting Gifts”.

6.2.1 Gifts from Suppliers, Service Providers or Other Business Partners

• Çimsa and its subsidiaries are important customers for suppliers and service providers (hereinafter referred to as “Suppliers”). All employees, especially those responsible for purchasing, may receive unethical and inappropriate offers from Suppliers or other business partners. The following paragraphs in this section apply to all employees, especially those involved in a purchasing process.
• Suppliers can only be selected on a competitive basis. The suppliers’ efforts to influence the purchasing decisions of Çimsa and its subsidiaries by gifts, aids, or donations should not be tolerated. These initiatives may be in favour of a personal or third party. Suppliers should be advised not to affect company employees in this way and should be warned if they violate this condition. The names of suppliers who seriously violate or continue to violate this rule must be reported to the Purchase Department. If the violation is serious or repeated, the business relationship must be terminated.
• It is forbidden for Çimsa and its subsidiaries’ employees to buy gifts, gain unfair interests, or buy valuables directly or indirectly. (For example, loans, commissions, securities or shares of other goods or property, recruitment, exemption or exemption from any debt or other obligation, any other service providing interest, etc.)
• The following situations explain exceptional cases for gift and invitation subjects:

– Not often (once or twice a year for each partner),

– In the event that the total value of the gifts received is less than 250 TL, each calendar year and the person/institution giving the gift,

– Only if it is caused by business stays and customary business practices,

– In case it does not violate laws or regulations,

– In the event that the Supplier has no reasonable or potential impact on the decision to make a contract that the Supplier relies on upon after receiving the gift of accommodation.

• The following gifts and invitations can usually be accepted on a special occasion basis:

– Promotional gifts (such as ballpoint pens, calendars, notepads, coffee cups, shirts or other simple items of clothing, etc.) and other non-material gifts,

– Inviting to business meals from time to time, as long as the invitation is for business purposes (for example, within the scope of a business meeting) and the value of the business dinner is suitable for the position of the invited person in the company,

– It is strictly forbidden to accept gifts, donations, help, and invitations if the accepting employee has wrongly affected his behavior (For example, a relationship can be established between receiving a gift, donation, aid, or invitation and placing an order or receiving a tender).

• Particular attention is paid to whether the invitations cover travel or accommodation or the costs of an accompanying spouse or travel companion. In principle, it is forbidden to accept that a Supplier meets these expenses except when it fulfills its social or cultural responsibilities (For example, inviting a spouse or friend to a meal that requires it to be accompanied). Exceptions are subject to the prior approval of the employee’s supervisor.
• Acceptance of money or equivalents (such as gift cards or vouchers for some stores) is always prohibited for personal use or for the benefit of a third party. The employee must immediately report the initiative to his supervisor. If the closest supervisor fails to comply, he/she should report to the superior supervisor or the ethics hotline.
• Although not frequent, invitations to events such as sports events, concerts, cultural events, trade shows or conferences (once or twice a year for each partner) can only be accepted under the following conditions:

– Has a direct business purpose (should not be directly related to existing contract negotiations),

– Employee accompanying a person with whom he has established a business relationship,

– The price of the ticket corresponds to the position of the invited person in the country. Acceptance of such an invitation is subject to the approval of the employee’s supervisor. In addition to the need to refuse the invitation of spouse or friends, the inviting company must be refused to cover travel or accommodation expenses.

• Due to these rules, if a gift, donation, aid, or invitation cannot be accepted, the person should politely decline and talk about this policy. If the gift is sent in advance, it must be returned.

6.2.2. Gifts to Employees of Customers or Other Business Partners

Çimsa does not want the purchasing decisions of its customers or employees of other business partners to be affected by personal gifts. Therefore, invitations and other donations to employees of customers or other business partners should be limited. Thus, such donations will probably not affect the customer’s purchase decision. Donations other than promotional gifts and invitations to regular business meals may only be permitted if they are notified to the supervisor or competent body of the employee of the customer or partner, and approvals for the gifts are obtained. In principle, the same rules for receiving gifts from suppliers and service providers mentioned in Section 6.2.1 apply to gifts given to employees of customers or other business partners. These rules apply equally to people or other third parties who have a close relationship with the employee of the customer or partner.

6.2.3. Gifts to Government and Government Officials

The rules set out in section 6.2.1 also apply to public authorities, government officials, and third parties associated with them. The employees of the company and its subsidiaries should avoid the fact that a promotional gift to be given to a government official will affect the decisions that he will make while performing his official duties. For this reason, all employees are prohibited from taking any action or taking measures that may be included in this pressure. Giving, offering, promising or authorizing money or equivalents or gifts, aid or donations to any government or government officials is in principle prohibited. Exceptions are subject to prior approval from the company officer and ethical representative. Invitations to regular business meals for civil servants require prior approval from the employee’s supervisor. It is always prohibited to make payments or provide non-cash equivalents, invitations, gifts, donations or aids (also known as acceleration payments) to secure or speed up routine transactions of government officials or private-sector employees.

6.3. Accommodation Policy

It is evaluated within the scope of the 3rd materials of SA-Ethical Gift Acceptance and Delivery Policy Implementation Principles. In case of hesitation, Çimsa Ethics Representative is consulted.

6.4 Donations and Corporate Citizenship Activities

Some legal restrictions have been imposed on donations and aids with the Capital Market Law and related legislation to which Çimsa.  According to this; The Donation and Aid Policy prepared was announced on the website and passed the approval of the General Assembly. Çimsa support of charities with the amount they collect independently of their jobs Çimsa It is outside the Donation and Aid Policy. However, at this point, the principles included in the Sabancı Holding Code of Business Ethics also implemented at Çimsa.

Within the scope of investment projects, the following rules should be followed:

• Where the resources are provided and used, all legal regulations to be applied on sponsorship and donations should be followed at all times, as well as internal policies and regulations. In addition, the studies in question must comply with Çimsa Donation and Aid practices and serve publicly.
• These Corporate Citizenship activities should not create an inappropriate competitive advantage for Çimsa and its subsidiaries,
• These activities should not have personal financial advantages for Çimsa and its subsidiaries or officials and government officials authorized to grant investment permits to third parties that are in any way affiliated with them,
• These activities should not support individuals or projects that generate profit,
• Studies carried out in cooperation with public authorities or government agencies should be carried out in a politically neutral manner,
• All activities within the scope of the Corporate Citizenship commitment should be carried out completely transparently.

6.5. Employee Rotation and Internal Control

• In addition to appropriate hiring practices and appropriate training for Çimsa and its subsidiaries, other measures should be taken to reduce the risk of corruption behavior.
• In order to reduce the risk of corruption, the personnel exposed to corruption should be regularly changed or rotated. Failure to make such changes may result in an employee being exposed to benefits and gifts from his business partners for personal or third parties or becoming too close to his business partners, thereby losing the critical distance required to take care of Çimsa’s interests.
• Employees are referred to apply the double control rule in all business transactions of significant value. Since two people will always see and perceive more than one person, it creates an effective control against conscious or unconscious misconduct in purchasing and procurement efforts.
• The double control rule is also applied to separate operating and control functions. For example, checking and allocating an invoice should not be made by the same person who decided to order. Only orders with very low values ??are an exception to this rule.

7. Correct Recording

Issues which Çimsa must comply with about accounting and recording system are regulated with legal regulations. Accordingly;

All kinds of accounts, invoices and documents belonging to relations with third parties (customers, suppliers, etc.) must be recorded and kept in a complete, accurate and reliable manner.

Falsificationanddistortion must not be made on accounting or similar commercial records related to any transaction.

8. Appointing Representatives and Consultants

Rules that prohibit bribery of employees of business partners or public institutions cannot be avoided by appointing representatives or consultants. The contracts of the official and the consultant may be the subject of scrutiny in the relevant country legislation in the international arena.

To ensure that representative and consultant contracts have a legitimate business purpose, it is necessary to pay attention to the following:

• As with any other business transaction, the identity of the parties must be clear. That includes people acting on behalf of an organization, partnership, or other legal entity. For new business partners in areas that have not been contracted in the past, and case of doubt, natural persons should be asked to present their identities. Companies and other legal entities must provide official confirmation of their assets (commercial registration summary, certificate of good conduct, etc.),
• Contract partner identify in a contract should specify its name, address, names of persons acting on its behalf, and bank accounts to be used to receive payments,
• In principle, contracts should not be signed with companies in countries that are considered tax havens (hereafter referred to as “offshore companies”). If contracting with an offshore company cannot be avoided, the owner or owners of the company must be specified and their documentation kept separate from the contract. Particular attention will be paid if contracts are made only with companies with mailbox addresses,
• The service of the representative or consultant should be described in special conditions. If compensation is paid after a transaction has been successfully completed, the contract must include a clear language that indicates what it means to complete a transaction,
• In the case of service procurement from a consultant, it should be indicated in which ways (verbal / written? How detailed? Is there any evidence?) and at what intervals the report is requested. The reporting task of the consultant or advisor should be supervised. Unless the written report isn’t required from the consultant or advisor, the employee must keep the evidence of verbal reports, telephone interviews, meetings.
• In addition to the options to renew or extend the contract, its duration must be clearly stated,
• Wage payments should be at the rate of the services of the consultant or consultant,
• There should be materials in the contract that the representative or consultant agrees to comply with all existing laws associated with the contract, including taxes, anti-corruption, and anti-competition or anti-monopoly laws. Violation of any of these materials by the representative or consultant will be considered a serious violation of the contract and will give Çimsa and its affiliated partners the right to terminate the contract immediately.
• The relevant legal department should be included at an early enough stage so that it can check whether the company’s policies and regulations have been followed,
• Above in rare exceptions, government agencies, government officials or politicians should not be a counterparty to representative or consultant contracts.

9. Training

• All employees who are at risk of being exposed to bribery due to their job descriptions should receive training based on the obligations specified in this policy.
• The employee should be informed by the supervisor about this policy and related issues in on the job training.
• This policy should be shared in an electronic format.
• For follow-up training, regular internal company meetings, and internet-based training, if any, as well as internal or external training programs, should be used (buyer, seller, regular department meetings, etc.).
• Initial and follow-up training should be documented. Relevant employees should receive anti-corruption training at least once every two years.

10. Notification of Policy Breaches

• If opinion or suspicion exists that an employee or a person acting on behalf of Çimsa is acting in breach of this Policy, the issue must be submitted to the Ethics Board. Codes of Business Ethics of Sabancı Holding have reminded employees of Çimsa in certain periods.
• Çimsa an honest and transparent approach; supports any employee or person acting on behalf of Çimsa who expresses his/her sincere concerns with good faith, and keeps notifications secret. None of the employees shall be subject to pressure or punishment for the notification of the Ethics Board about a violation of the Code of Ethics, the scope of the duties or place of the job shall not be changed for this reason without the written consent of the Ethics Board.
• In case the notifying person is subject to such treatment, he/she is expected to notify this to the Ethics Board. The companies and Business Partners from which goods and services are outsourced are also expected to remind their employees about the Ethics Line on a regular basis and encourage them to notify in case they encounter such situations. This issue is also guaranteed with the contracts made.

11. Policy Breaches

In cases that are or could be in breach of the Policy, the matter is reviewed by the Ethics Board, and necessary sanctions are implemented if inappropriate acts are detected.

In contracts made with the companies from which goods and services are bought and to whom goods and services are sold and with persons and institutions carrying out duties on behalf of Çimsa, the provisions stating that if conducts, attitudes or activities in breach of Policy are detected, the business will be terminated, need to be included and in case of breach of policy, the business shall be terminated.

12.Enforcement
This policy is accepted with the decision No.1686 of the Board of Directors on 27.03.2017, come into force on date of issue. Corporate Governance Committee is responsible for the implementation of this policy.