Anti-Bribery and Anti-Corruption Policy

1. Purpose

The main purpose of this Anti-Bribery and Anti-Corruption Policy (the "Policy") is to establish principles for preventing bribery and corruption across all activities carried out within Akdeniz Faktoring A.Ş. ("Akdeniz Faktoring"), and to build, in line with these principles, a working order committed to ethical values, transparent, and fully compliant with applicable legislation.

2. Scope

This Policy covers Akdeniz Faktoring's board members and all employees, and applies — without limitation — to customers, suppliers, business partners, contractors, subcontractors, consultants, lawyers, independent auditors and other third parties and their personnel, among other relevant parties.

3. Definitions

"Bribery" as used in this Policy means providing, offering or promising something of value to a public official (directly, or to another person they designate) or to any third party, in order to obtain an improper advantage in a transaction or relationship, in exchange for that person doing or not doing something required by their duties, thereby inciting the counterparty to corruption. "Something of value" as used in this definition includes, without limitation, money, gifts and entertainment of the following nature:

• That which partially or fully affects, or could affect, impartiality, performance or decision-making ability,
• That which, if publicly known, could give rise to reputational risk,
• That which could result in a breach of applicable legislation,
• Any act that could create the perception that a bribery offence has been committed, or that could result in preferential treatment being given in order to carry out a particular duty.

"Corruption" means the misuse of one's duties and authority for any kind of personal gain.

"Donation" refers to cash or in-kind assistance (such as providing goods or services) made without expectation of any return, to persons and institutions (such as associations, unions and other non-profit organizations), universities, schools and other private or official institutions and organizations, in order to serve the public interest and contribute to achieving a social goal.

"State / Public Official" generally includes, but is not limited to:

• Employees of any public institution or state economic enterprise, domestic or foreign,
• Employees of any political party, domestic or foreign, and all political candidates,
• Persons holding office in any legislative, executive or judicial body, domestic or foreign,
• Judges, jury members or other judicial officials serving in national, international or supranational courts, or foreign state courts,
• Officials or representatives working in national, international or supranational parliaments,
• Domestic or foreign arbitrators serving in arbitration proceedings resorted to for the resolution of a legal dispute.

"Business Partners" are persons or entities with which the company has a business relationship, including but not limited to consultants, contractors, subcontractors, suppliers, intermediaries, service providers, representatives, agents and those performing similar duties or functions.

"Board of Directors" refers to the Board of Directors of Akdeniz Faktoring A.Ş.; "Disciplinary Board" refers to the Disciplinary Board of Akdeniz Faktoring A.Ş.

4. General Principles and Objectives

Akdeniz Faktoring adopts a zero-tolerance principle toward any form of bribery and corruption in the conduct of its activities. In this regard, full compliance with all applicable national and international legislation, the decisions and guidance of relevant regulatory authorities, and ethical business standards is essential.

Akdeniz Faktoring's core principles are to conduct its business processes within a framework of transparency, accountability, integrity and fair competition. No employee, manager, business partner, or third party acting on behalf of Akdeniz Faktoring may directly or indirectly offer, give, solicit or accept a bribe.

The core objectives of this Policy are to establish a corporate control and compliance framework for preventing, detecting and effectively managing bribery and corruption risks; to prevent conflicts of interest in decision-making processes; to uphold ethical standards in business relationships; and to sustainably strengthen Akdeniz Faktoring's reputation.

Adopting a risk-based approach, Akdeniz Faktoring aims for continuous improvement in the fight against bribery and corruption through regular training, internal control mechanisms and monitoring activities. Compliance with this Policy is mandatory for all employees and relevant third parties.

5. Duties and Responsibilities

The Board of Directors is responsible for establishing, implementing, ensuring the effectiveness of, and updating this Policy as needed. The Board establishes the necessary organizational structure, allocates resources, and performs the senior oversight function to ensure the Policy is embraced at a corporate level.

Evaluation of violations under this Policy and the conduct of disciplinary processes applied to employees is the responsibility of the Disciplinary Board, as authorized by the Board of Directors.

Akdeniz Faktoring employees are obliged to report any situation involving suspected bribery or corruption, potentially unethical conduct, or any cause for concern. Such reports may be made through Akdeniz Faktoring's complaint/reporting forms, via the relevant email address, or anonymously through the communication channels on the Akdeniz Faktoring website.

Throughout all review processes, the identity of the reporting person and the content of the report are kept confidential; protection against retaliation is fundamental.

6. Customers, Suppliers and Business Partners

This Policy is also binding on all customers, suppliers, business partners, dealers, agents, contractors and similar third parties that have a business relationship with Akdeniz Faktoring. All third parties are expected to act in accordance with applicable legislation and this Policy, and such compliance is a fundamental condition for the continuation of the business relationship.

Contracts with third parties expressly include anti-bribery and anti-corruption provisions, and in the event of non-compliance, necessary sanctions — including termination of the contract — may be applied.

7. Risk Areas

The main areas where bribery and corruption risks may arise are processes that, by the nature of the activities involved, carry a higher risk and are therefore subject to particular attention and control mechanisms:

• Gift-receiving, invitation and donation processes: practices in relationships with customers, suppliers, public officials and business partners that provide benefits, or may create a conflict of interest, under the guise of gifts, invitations or donations.
• Facilitation payments: payments or transfers of benefit made, in violation of legislation, to expedite or secure any official transaction.
• Relationships with supplier companies and business partners: the risk of gaining improper benefit in relationships established with third parties during procurement, tendering, contract management, performance evaluation and payment processes.
• Representation and hospitality activities: the risk of meals, travel, accommodation, events and similar hospitality activities being used to influence business decisions.
• Sponsorship and corporate support processes: the risk of sponsorships and donations being used to indirectly obtain benefit or commercial advantage.
• Political activities: the risk of company resources being used, directly or indirectly, in connection with political persons, institutions or campaigns.
• Accuracy of accounting records and reporting: the risk of bribery or improper transactions being concealed through the incomplete, misleading or inaccurate recording of any payment, expenditure or transaction.

Transparency, traceability and compliance with internal control mechanisms are essential in all transactions carried out in these areas. Employees are obliged to report any suspicious or uncertain situation to the relevant internal units without delay.

8. Record-Keeping and Accuracy

Akdeniz Faktoring records and retains all accounting transactions, financial records, accounts, invoices and related documents completely, accurately, transparently and in a timely manner, in accordance with applicable legislation and generally accepted accounting principles. No alteration, falsification or misleading arrangement of records relating to any transaction that does not reflect the truth is permitted.

9. Training and Awareness

Akdeniz Faktoring conducts regular training and awareness activities to embed an anti-bribery and anti-corruption culture at the corporate level. Employees receive training upon joining and at regular intervals; additional programs are implemented for high-risk positions, and legislative changes are regularly announced. Participation in these training programs is mandatory for all employees.

10. Reporting and Management of Violations

Akdeniz Faktoring establishes organizational, operational and technical mechanisms to ensure that any suspected violation of this Policy, detected irregularity or control weakness is effectively managed. All employees are obliged to promptly report any situation that may constitute a breach of this Policy. Reported matters are immediately recorded and forwarded to the authorized internal units to initiate the preliminary assessment process.

A detailed review and investigation process is initiated for incidents, taking into account the nature of the violation, the number of parties involved, and its impact on corporate reputation and possible criminal/administrative sanctions. All violation reports are handled on a confidential basis, and the identity of the reporting employee is protected.

11. Sanctions

Conduct contrary to this Policy constitutes a disciplinary offense and is subject to graduated sanctions depending on the nature of the violation:

• A disciplinary investigation is initiated against the relevant employee for any act, transaction or omission contrary to the provisions of the Policy.
• Depending on the severity of the violation, disciplinary sanctions may be applied, including warning, reprimand, salary deduction, reassignment, or termination of the employment contract.
• If acts that may constitute bribery or corruption are identified, in addition to internal sanctions, the matter is reported to the competent judicial and/or administrative authorities.
• If third parties are found to have acted contrary to the Policy, all necessary legal and commercial sanctions are applied, including termination of the contract.

The Company further reserves the right to pursue legal remedies to seek compensation for any damage or loss that may arise depending on the severity of the violations.

12. Implementation Principles

This Policy defines, in general terms, the core principles, responsibilities and obligations relating to the fight against bribery and corruption. The Board of Directors is authorized to make all detailed arrangements necessary for the effective and sustainable implementation of the processes under this Policy.

Updates to the Policy take effect upon publication on Akdeniz Faktoring's corporate website (www.akdenizfaktoring.com.tr). The date of publication of the Policy is deemed its effective date.