Esteemed Colleagues,
The TÜYAP "Code of Conduct and Operating Principles" that will form the fundamental source of reference in matters regarding our internal operations, employee relations and communications with our stakeholders has been drawn up by the Ethics Commission and published as a guidance document that you can reference. The purpose of the Code of Conduct and Operating Principles is to set out the ethical principles and standards that all of our managers and employees are expected to follow while carrying out their duties. I sincerely believe that, by adhering to these principles and rules, we can represent our organization in the best way possible; properly manage our business processes and the way of doing business in the right way; enhance relations with our customers and stakeholders, and add strength to our organization.
On behalf of the TÜYAP family, I'd like to take this opportunity to thank you in advance for showing utmost care to adhere to the "Code of Conduct and Operating Principles" and wish you success in your duty.
Kind regards, Bülent Ünal
Chairman of the Board of Directors
You contribute to our commitment to carry out our operations in a manner which is fair and complies with the laws by reading and following the rules described below, asking questions when in doubt and reporting non-ethical behavior.
The Code of Conduct and Operating Principles are intended to help you understand and follow the basic rules to be followed regarding our business, and they also give you an idea about whom (direct manager, Ethics Commission, Legal department) you should consult when necessary. These rules apply to all employees and managers at any of the companies within our group.
It is our main responsibility to read and follow the rules and carry out our business in accordance with the code of conduct. In the event that you violate these rules or other policies, you may be subject to improvement actions or disciplinary action or even lose your job. Legal issues may also be passed on to judicial authorities for prosecution.
You are responsible for reporting any illegal or unethical behavior which you may witness. It is strictly forbidden to take retaliatory action against any employee who makes such a report in good faith.
The Board of Directors is ultimately responsible for interpretation of the Rules and may amend the Rules at any time in accordance with the applicable laws.

2.1. Use of Company Property and Information
You should use our company's property and information with care, avoiding misuse or unnecessary use. Assets of our company should be used in order to achieve not only corporate goals, but also your personal business goals. You should be aware that no illegal, inappropriate and negligent use of company property or information will be tolerated.

2.1.2. Record Keeping
It is essential that we keep complete records in order to maintain our credibility. We rely on you to make sure that our company keeps books and records which accurately reflect transactions. Similarly, any non-financial records that we generate should also be drawn up in an accurate, complete and timely manner. These records may include, but are not limited to, costs, sales, shift timelines, expense reports, payroll and benefit details, legal forms, contracts and purchase documentation.

2.1.3. Retaining Records
We need to retain certain commercial records (such as printed copies of documents, e-mails or electronic data which is stored in any way) for as long as legally required and destroy them under those circumstances and conditions which are determined by the management.

Records which are related to existing, potential or reasonably anticipated lawsuits or formal prosecution or any document or information requested by a court may need to be retained for longer periods. When such circumstances arise, you should keep all related documents and avoid routine disposal of, or making changes in, such documents which are requested as part of prosecution, court order or settlement of a dispute.

If we receive any information which requires continued retention of any records, our Legal department will notify you accordingly.

2.1.4. Systems, networks, and electronic communication
For business-related matters, use TÜYAP's systems. However, keep in mind that any such use will not be private.

All communications and information sent, received, created or stored via use of the computers, phones or other information systems of the company will remain as property of TÜYAP. Make sure that you use the company's systems in a proper manner which complies with applicable policies.
2.1.5. Use of systems
Our systems are for business use only. While you may use these systems for limited personal purposes, such use should not interfere with your work or cause inconvenience to your colleagues or to your business relationships in general. You may never use company systems or equipment for the following purposes:

•harassing or humiliating others, making discriminatory or defamatory comments about others,
•creating, sending, knowingly receiving, accessing, downloading or storing sexually explicit, abusive, offensive or vulgar materials,
•gambling, whether online or offline,
•playing any kind of games on the web,
•intentionally installing malware such as viruses on TÜYAP's networks or servers,
•violating another party's copyrights, trade secrets, patents or intellectual property rights,
•any other purpose that is in violation of our policies or could harm, or result in legal consequences for, the company,
•posting or sharing any political content or opinion.

If you have any questions about the use of company systems or want to learn about prohibited uses, please contact your manager.

2.1.6. Privacy
Even in countries which have stricter privacy standards in place, no guarantee is given regarding privacy of the use of company systems. E-mail and voicemail messages as well as online browsing history may be disclosed to others during lawsuits or investigations. To the extent legally permissible, your use of company systems may be monitored to ensure that is for professional purposes. Such monitoring action is intended to confirm or rule out any suspected illegal behavior, prevent misuse of systems, or ensure proper and respectful communication with customers and other parties with whom our company may get into contact.

2.1.7. Theft or misuse of company assets
It is essential that the company's assets as well as personal belongings of employees are safeguarded and not misused. This rule also prohibits excessive or unauthorized use of company assets.

Theft or misuse of company property or personal belongings of other employees can occur in different ways including the following:

•theft of materials, equipment, documents, money or other physical goods,
•excessive use of phones, computers, copiers, fax machines or other equipment for non-business purposes,
•submitting falsified time sheets or expense reports,
•unauthorized use of our proprietary information, trade secrets or other assets,
•obtaining personal benefit from customers, suppliers or other business associates at the expense of the company.

2.1.8. Intellectual property, proprietary and confidential information
Confidential information and intellectual property should be safeguarded as is the case with all company property, and unless otherwise required, business information should always be kept within offices.

You must protect our confidential and proprietary information, trade secrets, and all intellectual property (including copyrights, trademarks, and patents) with the same level of care that you would show when protecting company property, and also keep them confidential.

Below are examples of the types of information that are considered confidential or proprietary:

•customer relations,
•pricing plans,
•products and services under development,
•financial projections and records,
•potential decisions to buy or sell a company.

All documents, files, records and reports that you obtain or create during your role within the company will belong to TÜYAP. You may take originals or copies of such company property out from our offices only if this is necessary to complete your work and approved by your manager. In such cases, you need to quickly bring the records back.

If you are involved in the process of acquisition or sale of a company, you may be required to sign a confidentiality agreement.

EXAMPLE: Software developer Ahmet develops company-specific algorithms to improve the ability to get relevant search results. One of Ahmet's algorithms is not selected for implementation, so he decides to donate this work to a university. CAN HE DO THIS?

Answer: No. Ahmet's work is intellectual property of the company. Even if the company is not currently planning to use such work, he may not share it with any person unless he is granted express authorization to do so.

2.1.9. Information security
Every employee should protect and secure the information provided to him as part of their job, and they should act responsibly to prevent unauthorized access to any system and data.

It is your responsibility to be familiar with, and follow, all policies and practices designed to safeguard the company's information. Such policies and practices include:
•keeping user IDs and passwords private and not sharing them,
•properly reporting any attempt to gain access to, or bring down, our systems through traps such as phishing, impersonation, and social engineering tactics,
•reading correspondence and directives regarding information security as published by the company and following them,
•not installing personal or unapproved software on company computers or mobile devices allocated by the company, such as smartphones and tablets,
•ensuring physical security and password protection of all portable devices (e.g. laptops, tablets, smartphones) and storage devices,
•making sure that no sensitive information is left unattended on desks or in work areas,
•sending confidential or restricted information only if you are authorized to do so and by taking appropriate measures to protect the information.

If your job involves accessing personal information, official records, or other sensitive information, make sure that you are familiar with, and adhere to, all relevant policies and laws applicable to such information.

If you have questions or concerns about information security, contact your administrator, data security manager, or the Legal Department.
2.1.10. Data Privacy
We must protect the privacy and security of the personal data of our customers, employees, consumers and others and comply with the laws which govern how we may use such data.

Relevant personal information about our customers, suppliers, employees and those who have applied to work with us may be collected, kept and used during our activities.

Personal information means any information that can be used to distinguish or trace an individual's identity. This information may include details such as the person's name, address, phone number or official identification number.


•you should act according to the laws and company policies regarding protection and use of personal data,
•you should not collect, process, use, disclose or store personal data unless you have an acceptable business reason to do so and necessary notifications are made to the relevant persons,
•you should meticulously follow company policies and other safeguards on how to properly classify, collect, process, use, disclose, store, transfer and delete personal information. You should strive to protect such information as if it were your own.

EXAMPLE: A person who says that he is calling from the tax office wants to obtain the contact address and phone number of another employee. SHOULD YOU PROVIDE THIS INFORMATION?

Answer: No. You should never provide information about another employee or their personal or company information unless you are authorized to do so. Even when government agencies are involved, you should not give such information over the phone. This rule also covers information about customers, suppliers and other persons whose personal information you have access to. In case of such a situation, notify the Legal Department immediately.

If you are asked to give a job reference about an employee, be sure to contact Human Resources before providing any information.

2.1.10. Confidentiality of Employee Personal Information
Personal information of everyone employed by the company is stored at the Human Resources Department and kept confidential. Do not share details of your wages, fringe benefits, passwords for company accounts or other private information with anyone else. If you share your own personal information or any information about another employee which you have inadvertently got with third parties, your employment contract will be terminated without compensation.
You should avoid activities or financial interests that may interfere with your business performance or the decisions that you make on behalf of the organization.

A conflict of interest may arise if you are involved in an activity or seek a financial interest that impairs or hinders your full-time and on-time performance of your job, or that may have a negative influence on the decisions you make as part of your role.

It is important to avoid such conflicts. If you think that you might be in a real or perceived conflict of interest, you should discuss the situation with your manager and the Human Resources Department.

A conflict of interest may arise in many ways. Common examples include the following:
3.1. Side jobs outside the company, occupations or connections
When you work as a manager or sign a contract as part of your role, you may be subject to a conflict of interest or perceived to be in a conflict of interest.

To avoid this, you should not engage in any freelance work or "side jobs" such as:

•jobs that may adversely affect the quality or quantity of the work you carry out for our company,
•jobs at a competitor of any of our companies,
•jobs that give the impression that we support or sponsor your work outside the company,
•jobs that may harm our reputation,
•jobs that use or interfere with the time, facilities, resources, or materials that you need to dedicate to our company.

EXAMPLE: Ayşe sells nutritional products during her free time. At lunch time, Ayşe uses her work computer and e-mail address to inform her customers about the discounts on some of the products that she sells. IS IT ALLOWED?

Answer: No. Even if she does this activity on her personal time, Ayşe cannot use company property (work computer and e-mail address) to carry out an activity that is not related to her job.
3.2. Relations with other companies based on personal benefit
Employees are not allowed to own more than 1% of the shares of any competitor, supplier or customer listed at a stock exchange.

Investing in, or lending to, a competitor is a prohibited conflict of interest situation. The same rule also applies to those customers or suppliers that you or your subordinates work with. Employees are not allowed to establish such relations of economic interest.
For an investment to be considered "small", the investment amount should:

•not influence or appear to influence the decisions that you make on our behalf, when reviewed in the light of the decisions that you make in our dealings with that company, your annual wage and other relevant factors,
•not affect the decisions of the company you have invested in.

These limits do not apply to investment funds; investment in such funds is allowed regardless of the amount. If you own shares in excess of these limits (or if the value of the shares that you own is increasing in this way to exceed the limits), you must notify your manager immediately.

There is a potential conflict of interest if your spouse or other immediate family members work for, provide consulting services to, or otherwise have a financial relationship with, one of our competitors or the customers or suppliers with whom you do business. You must disclose any such conflict of interest to your manager and Human Resources. Make sure that you are not perceived to engage in inappropriate communication or be in disloyalty.
3.3. Corporate opportunities
When an opportunity arises to advance our legitimate interests, you have a duty to act in that direction. It is not appropriate for you to gain personal benefit from those opportunities which you become aware by using your role or the company property, information and company time.
3.4. Granting privileges to individuals
Being the supervisor of a relative or a person with whom you have a close personal relationship or making recruitment or contractual decisions about such people will lead to a conflict of interest.

Hiring or retaining relatives is not prohibited, and we do not want to interfere in consensual relationships between co-workers. However, we must prevent people from being negatively affected or appear to be negatively affected by their close personal relationships. You may not have direct control over decisions to hire, retain, promote, enter into contract with, or pay compensation to, your spouse, any immediate family members, or other people with whom you have a close personal relationship that could potentially impair your ability to make independent and impartial professional decisions, and you may not approve or participate in any such decisions.
3.5. Contracting with third parties
Agreements must be made in writing. As an employee, you can make contracts in accordance with the level of authority granted to you by your manager. If no authority level has been determined, do not sign any contract on behalf of the company without the approval of your manager.

Furthermore, if you want to terminate a contract before its expiration date, you must obtain approval from your manager and the Legal Department. This is necessary because even contracts with relatively small monetary value may involve indemnity obligations or other contractual obligations, and in case of early termination, problems associated with lessened competition or other concerns may arise.
3.6. Doing business with public organizations
We work with public organizations, civil servants and public officials at varying extent.

However, strict rules are in place to govern negotiations, contract terms and business relations with any public organization, civil servant or public officials.

If you do business with a public organization, civil servant or public official, you should understand and follow these rules. Violation of these rules can result in severe penalties, suspension or disqualification from public tenders, and even legal proceedings. To ensure that we act in accordance with these rules, any suspected violation of the applicable laws in connection with contracts executed with public organizations should be reported.

If you have any question or need advice on this matter, please consult the Legal Department.
3.7 Offering or giving gifts or entertainment
Do not solicit, accept or offer gifts or entertainment that may influence or appear to influence the ability to make objective business decisions.

The purpose of our "Receiving and offering gifts" policy is to prevent establishment or the appearance of improper relationships with existing or prospective customers, vendors, consultants, suppliers, and other business partners.
3.7.1. Gifts
Giving or accepting gifts from/to third parties, except for promotional products, is prohibited. Such gifts may include products, personal services, benefits or favors.

If you receive or want to give a gift which appears to create a conflict of interest, consult your manager before accepting or giving it, and with your manager, contact the Ethics Committee to ask whether accepting or giving such gifts would be appropriate or not.
3.7.2. Entertainment
You may accept or offer regular entertainment, such as having lunch or dinner or tickets to a theater or sport match, provided that it is reasonable, infrequent and a genuine business meeting or event that serves the purpose of discussing business matters or improving business relationships. Unusual activities or entertainment that involve overnight accommodation and travel (e.g. tickets to World Cup matches or a weekend holiday) are not usually considered appropriate. Also, when considering offering entertainment to public officials and civil servants, be sure to comply with the stringent monetary limits in the local laws as specified by the Policy for Offering and Giving Gifts or Bonuses to Civil Servants.
Obtain your manager's approval before offering or accepting any entertainment which may seem lavish.
4.1. Communication with media and financial circles
Only authorized employees can communicate with media and financial circles.

All reports and press releases must be submitted and shared consistently only by relevant authorized personnel.
4.2. Information requests from lawyers or government offices
If you are contacted by an attorney who is trying to obtain company information or documents about a potential or existing lawsuit or proceeding, notify the Legal Department immediately. This is necessary even if their questions are not related to an event which we are involved in. If you receive a subpoena, summons or any other document which legally requires you to appear before court or respond by a specified date, you should immediately notify the Legal Department.
4.3. Fraud and false or misleading statements
All reports as well as written or oral statements related to our company must be accurate and free from misleading information. Any attempt to deceive our customers, suppliers, shareholders, auditors, or others with whom we communicate or do business is strictly prohibited. This also includes any inadvertent or intentional false or misleading verbal or written statements or incomplete information about our products, services, financial status, policies, security, privacy or compliance practices. If you are in communication with our internal or external auditors, you should provide all the information required to draw up audit reports and, where such information appears to be misinterpreted, you should make corrections prior to the publication of the relevant reports. You are also required to draw up all internal reports and documents in a manner which reflects an accurate state of things.
4.4. Advertising and promotional activities
Advertisement for goods and services must be fair and accurate in accordance with the laws. Fair and accurate advertisement also helps us maintain our good faith and credibility.

All claims made in advertisements and other statements contained in written, electronic or other non-written media must be true and based on a valid and reasonable ground.

Furthermore, they should be checked for accuracy before being published or broadcast. This also applies to verbal statements and even conversations where you make objective, data-driven or measurable comments about our or other companies' products or services.

4.5. Use of social media
Social media platforms and services are tools that enable us to strengthen our brands, promote our products, and engage with our existing and prospective customers.

However, when using social media, you should:

•demonstrate personal integrity, professionalism and responsibility,
•respect the intellectual property rights of our company and third parties,
•represent or speak on behalf of Tüyap only if you are authorized to do so, and
•not share confidential or other protected information.

These measures should be taken when engaging in social media activities approved or sponsored by the company and also in situations where you:

•introduce yourself as an employee of Tüyap,
•post messages about our companies, products, services or competitors,
•consult or connect with other employees or our auditors, agents, suppliers or other partners, and
•use personal social media.
4.6. Competitors and antitrust laws

Making illegal arrangements with competitors, customers and suppliers, and monopolistic or unfair trade practices are prohibited.

Antitrust and competition laws impose trade restrictions, including restrictions over certain types of agreements or behavior involving competitors, customers, suppliers or even a single company which has a dominant market position.

There may be legitimate reasons and situations for interacting with competitors, but no illegal collusion is allowed through such activities. Such activities may include certain joint activities such as association works, efforts to develop industry best practices, joint ventures, gathering competitive intelligence as well as lobbying and other legal practices. Violation of antitrust and competition laws is often considered a crime for which both organizations and individuals could be subject to penalties, including large fines and prison sentences. The costs, penalties, and legal liabilities incurred in such situations are often much higher than the profits gained or financial damage caused through the respective illegal act or collusion.
4.7. Bribery
Do not offer, give or receive gifts, anything of value or financial or other advantages to a person or organization to secure favorable treatment or influence their decision-making processes. Bribing occurs when any person authorizes, offers, solicits, gives, receives or accepts any valuable gift, financial or other advantage in exchange for favorable behavior by a company, public organization, public official or employee. Cash payments, gifts, favors, any goods or services of value, or any other financial advantage are considered as bribe.

To comply with anti-bribery laws, you should avoid entering into a direct relationship with another business party, customer, customer's representative or government officer or public official to make or receive improper payments.
4.8. Trade Sanctions
International trade sanction laws impose restrictions on our ability to do business with certain designated individuals, organizations or countries as a whole. These laws support foreign policy objectives of governments, including high-priority objectives such as protecting national security interests, combating terrorism, preventing proliferation of weapons of mass destruction, and promoting human rights and the rule of law.
5.1. Fair Employment Opportunities and Non-Discrimination
We support diversity and inclusion, prohibit harassment and discrimination, and are committed to provide a workplace where employees feel safe and are treated fairly.

We are committed to support workplaces that promote teamwork, diversity, inclusion and trust.

We are an equal opportunity employer. We are committed to treat all of our employees and those who apply to work with us with respect and dignity, and we prohibit discrimination. We search for, recruit, develop, promote, and discipline employees and offer them equal employment conditions without discriminating against anyone because of their race, color, religion, language, nationality, gender, marital status, age, disability or other protected classes.

Our employment policies and practices are aligned to the principles of the Law on Human Rights and Equality Institution Law, which includes fair and non-discriminatory employment policies, and are intended to ensure compliance with these principles.
5.2. Recruitment of civil servants
Before interviewing a person who is currently or was until recently a civil servant for a position within the company, consult the Human Resources to confirm whether you can legally hire them.
5.3. Working conditions and workplace conditions
Our company complies with all applicable laws regarding working conditions. By providing a safe workplace, we not only fulfill legal requirements, but also avoid risks related to protection of occupational safety and employee health. We expect our employees to follow these rules while carrying out their work.
5.4. Mobbing, Harassment and Gossip in the Workplace
We do not tolerate any behavior that may cause humiliation and embarrassment to anyone working in our company, or verbal abuse, name calling or gossip that may disrupt the peace and harmony of the workplace, and we expect our employees to follow these rules while carrying out their work.

Behavior that may involve any kind of harassment and mobbing as well as verbal, physical or visual behavior that could create an offensive, hostile and humiliating environment are meticulously investigated, and no such behavior is tolerated.

Also, it is prohibited to make offensive jokes, slur or insults about race, ethnic origin, religion, age or sex; to distribute offensive pictures or cartoons, or to use voice mail, e-mail or other electronic means to transmit insulting or discriminatory information.
5.5. Alcohol- and Drug-Free Workplace
Drugs and alcohol can pose a security threat and have no place in the workplace. Use, possession, sale, manufacturing, dissemination, distribution or purchase of alcohol and drugs (other than drugs prescribed by a doctor with a valid and legal prescription) while working or within our company property is prohibited. It is also forbidden for our employees to work while under the influence of these substances. Under certain conditions, alcoholic beverages may be served at the facilities subject to the approval of senior management. Employees attending such events are expected to display appropriate and professional behavior.

5.6. Environment

We support efforts to protect the nature and are working on reducing our impact on the environment.

Our company displays a sensible approach and is committed to reduce its impact on the environment by reducing use of energy and paper, utilizing advanced printing and production technologies, and ensuring waste is recycled.

In line with our commitment, we aim to use:

•sustainable and recyclable resources and materials that generate minimal waste,
•technologies, materials and processes which cause minimal impact on the environment, where possible;
•suppliers and subcontractors that share the same goals as us.
You can report any suspected violation of the Code of Conduct, laws or policies to the Ethics Committee without any fear of retaliation. Upon submission of a report, the Ethics Commission will convene immediately, investigate the related suspicion and take necessary remedial measures if the suggested violation is verified.

You can also report violations of the Code of Conduct via voicemail by calling the support line at 0850 832 0 270 and introducing yourself. It is important that violations are reported regardless of the identity or function of the perpetrator.
6.1 Reporting and Investigation
All suspicious cases and reports are investigated. In order for this process to be carried out in a proper and comprehensive manner, it is imperative that you cooperate during investigation of reported violations.

The identity of any person reporting a suspected violation or participating in an investigation into the matter will not be disclosed unless the person submitting the report allows disclosure of it or unless such disclosure is required by the laws, regulations or legal proceedings and the respective person is duly notified in advance so that the matter can be duly investigated.

No retaliatory action will be taken against a person who reports a violation of the Code of Conduct or the laws in good faith.
6.2. Responsibility to Enforce the Code of Conduct
Human Resources is responsible for enforcing and updating the Code of Conduct.