1. Purpose
The purpose of the Anti-Bribery and Anti-Corruption Policy ('Policy') is to outline Hacı Ömer Sabancı Holding A.Ş.'s ('Sabancı Holding') anti-bribery and anti-corruption policies as stated in the Sabancı Holding Code of Ethics and Conduct.

2. Scope
The anti-bribery and anti-corruption policy applies to:
- All Sabancı Holding employees, including the Sabancı Holding Board of Directors.
- Companies and their employees from whom we procure goods and services, including suppliers, consultants, lawyers, external auditors, and other individuals and organizations (business partners) acting on behalf of Sabancı Holding.

This Policy is an integral part of:
- The Corporate Governance Principles, approved and publicly disclosed by the Sabancı Holding Board of Directors, and the Sabancı Holding Code of Ethics and Conduct.
- The principles we have committed to by joining the United Nations Global Compact.

• Human Resources Practices.

3. Definitions
Corruption is the misuse of power, directly or indirectly, for any form of personal gain due to one's position. Bribery involves a person acting contrary to the requirements of their duties through various means. These means include offering, promising, requesting, or accepting a benefit directly or through intermediaries. The purpose may be to perform, ensure the performance of, not perform, expedite, or delay a task related to their duties. Bribery also includes facilitating these actions or entering into an agreement with another person to act against their professional responsibilities. This agreement is made to provide a benefit to themselves, the requesting party, or another party involved in the relationship.

Bribery and corruption can take many forms, including:
- Cash payments
- Political or other donations
- Commissions
- Social benefits
- Gifts, hospitality

• Other benefits

4. Duties and Responsibilities
The Board of Directors has the authority, duty, and responsibility to implement and update the Anti-Bribery and Anti-Corruption Policy. 

In this context:

• The Corporate Governance Committee advises the Board of Directors to establish an ethical, reliable, lawful, and controlled working environment.
• Executive management assesses risks and establishes necessary control mechanisms in accordance with the principles set by the Board of Directors.
• The Audit Department, Financial Affairs Legal Accounting and Investor Relations Department, and the Ethics Committee are responsible for monitoring the secure and lawful conduct of Sabancı Holding activities within their respective areas.
• Notification, investigation, and enforcement mechanisms are established and implemented in cases of non-compliance with policies, rules, and regulations.

Furthermore, all Sabancı Holding employees are responsible for:

• Complying with the policies determined by the Board of Directors.
• Effectively managing risks related to their areas of activity.
• Working in compliance with relevant legal regulations and Sabancı Holding practices.
• Reporting any behavior, activity, or practice contrary to the Policy to the Ethics Committee.

5. Companies and Business Partners from Whom Goods and Services Are Purchased and Sold
Complying with the principles of our Policy and other relevant legal regulations is mandatory for companies and business partners from whom goods and services are purchased and sold. Work with individuals and organizations not complying with these requirements will be terminated.

5.1 Selection of Companies and Business Partners
In selecting companies and business partners from which goods and services are purchased and sold, executive management considers criteria such as experience, financial performance, technical competence, upholding ethical standards, and a positive track record.
Regardless of meeting other criteria, companies or business partners with a poor track record related to bribery or corruption are not engaged. Executive management is primarily responsible for conducting necessary research and evaluations before entering any business relationship. The Audit Department evaluates compliance with these issues during audits.

5.2 Agreement with Companies and Business Partners
Agreements and contracts with companies and business partners that demonstrate positive intelligence and meet other criteria must include:

• Full compliance with the principles specified in the Policy and other relevant regulations.
• Ensuring that their employees internalize and act in accordance with these principles.
• Providing periodic training for their employees related to the Policy.
• Regularly reminding their employees of reporting obligations and the existence of the Ethics Hotline and encouraging them to report situations when they occur.

Provisions must be included stating that non-compliance with these conditions or the occurrence of situations contrary to the Policy will result in the termination of work and existing contracts for just cause.

6. Policies and Procedures
6.1 Bribery and Corruption
Sabancı Holding opposes all forms of bribery and corruption. The giving or receiving of bribes, regardless of the purpose, is strictly prohibited.
Business relationships with third parties seeking to engage with Sabancı Holding through bribery or corruption should not be continued.

6.2 Gifts
A gift is an item that generally does not require monetary payment and is given as a token of appreciation or commercial courtesy by individuals or customers with whom there is a business relationship.
Any gift offered or given by Sabancı Holding to third parties must be made openly, in good faith, and unconditionally. The principles regarding the giving and recording of such gifts are outlined in the Sabancı Holding Code of Ethics and Conduct’s Acceptance and Giving of Gifts Policy.
The same principles apply to accepting gifts that are low in monetary value or symbolic. Even within this scope, gift acceptance should be rare, and the recipient should report the accepted gifts through their immediate supervisor to the company HR and executive management.

6.3 Facilitation Payments
The individuals and organizations covered by this Policy do not offer facilitation payments to secure or expedite routine government actions or processes (e.g., obtaining permits and licenses, procuring documents).

6.4 Donations
Certain legal limitations have been imposed on donations and aid by the Capital Markets Law and related regulations to which Sabancı Holding is subject. Accordingly, the Donation and Aid Policy has been prepared, announced on the website, and approved by the General Assembly.
Support for charities by Sabancı Holding employees with funds they have personally collected, independently of their work, is considered outside the scope of the Sabancı Holding Donation and Aid Policy. However, the principles outlined in the Sabancı Holding Code of Ethics and Conduct are still applicable in this regard.

7. Accurate Record-Keeping
The legal regulations outline the requirements for Sabancı Holding’s accounting and record-keeping system. Accordingly:

• All accounts, invoices, and documents related to relations with third parties (customers, suppliers, etc.) must be recorded and maintained comprehensively, accurately, and reliably.
• No tampering with accounting or similar commercial records related to any transaction or falsifying facts is permitted.

8. Training and Communication
The Anti-Bribery and Anti-Corruption Policy has been communicated clearly and comprehensively to Sabancı Holding employees and is continuously and easily accessible through SAPORT.
Training is an essential instrument for raising employee awareness. The Human Resources Group Presidency, the Audit Department, and the Financial Affairs Legal Accounting and Investor Relations Department design training programs that all employees must attend.

9. Reporting Policy Violations
If there is a belief or suspicion that an employee or a person acting on behalf of Sabancı Holding has acted contrary to this Policy, it should be reported to the Ethics Committee. Matters related to the Sabancı Holding Code of Ethics and Conduct are periodically conveyed to Sabancı Holding employees.
Sabancı Holding encourages a truthful and transparent approach, supporting any employee or person acting on behalf of Sabancı Holding who expresses their concerns in good faith and maintains the confidentiality of such reports. No employee can be subjected to pressure or punishment for making a report to the Ethics Committee regarding a perceived violation of ethical rules, and changes to their job scope or location as a result of making a report cannot be initiated without the written consent of the Ethics Committee.
If the reporting individual faces such treatment, they must report it to the Ethics Committee.
Companies and business partners from which goods and services are purchased must regularly remind their employees of the Ethics Hotline and encourage them to report any such situations. This obligation is ensured through contractual agreements.

10. Policy Violations
In situations contrary to or potentially contrary to the Policy, the Ethics Committee will review each case, and necessary sanctions will be applied if inappropriate behavior is identified.
Contracts with companies or individuals providing goods and services or acting on behalf of Sabancı Holding must include provisions stating that in the event of any behavior, attitude, or activity contrary to the Policy, the work/ongoing contracts will be terminated unilaterally by Sabancı Holding for just cause. These provisions will be applied without exception in the case of Policy violations.