Code of Ethics

Code of Ethics

Purpose
The purpose is to communicate the Code of Ethics to all employees.

In order for the Code of Ethics to be effectively implemented throughout the company, the responsibilities of top management, managers, and all employees are outlined below.

Company Management

• The Company Management is responsible for the implementation of the Code of Ethics.

• The Company Management accepts the Code of Ethics and adheres to these principles.

• It ensures the creation of an appropriate environment within the company for the implementation of the Code of Ethics.

• It provides the necessary communication channels for reporting violations of the Code of Ethics.

Managers

• All managers accept the Code of Ethics, adhere to these principles, and set an example for other employees through their behavior.

• They ensure that the Code of Ethics is understood and implemented by the personnel under their supervision.

• They are responsible for embedding and sustaining the Code of Ethics within their departments.

• They cannot force employees to act against the Code of Ethics under any circumstances or for any reason.

• They listen to employees’ questions, complaints, suggestions, and requests regarding the Code of Ethics and encourage feedback.

• They evaluate business processes within their area of responsibility according to the Code of Ethics, identify violations, and take corrective measures to ensure compliance.

All Company Employees

• All company employees accept and adhere to the Code of Ethics.

• They make efforts to encourage compliance with the Code of Ethics among their colleagues.

• They report behaviors and actions that violate the Code of Ethics to their managers and through the communication channels specified below.

• All employees are expected to know and fully comply with the regulations, procedures, and instructions relevant to their duties and to the company in general.

3. IMPLEMENTATION

3.1. General Principles

Reşha Automotive conducts all activities within the framework of the general principles outlined below.

All Reşha Automotive employees must act according to these general principles in their relations with customers, suppliers, shareholders, and other stakeholders.

3.1.1. Integrity

Reşha Automotive conducts all activities in accordance with the principle of integrity. In relations with employees, customers, suppliers, shareholders, and all stakeholders, honesty and truthfulness are essential.

3.1.2. Transparency

Reşha Automotive employees are transparent and open in their dealings with customers, suppliers, shareholders, and stakeholders. In all activities, clear and accurate information is provided in a timely and complete manner.

3.1.3. Impartiality

No discrimination is made on the basis of religion, language, race, gender, health condition, marital status, or political opinion among employees, customers, suppliers, shareholders, or other stakeholders. All employees act fairly, equally, and avoid prejudiced behavior.

3.1.4. Confidentiality

Special care is taken to protect the private information of employees, customers, suppliers, and stakeholders. Such information is not shared with third parties. Within the company, such information is only accessed by authorized individuals and used solely for the benefit of the company within the framework of the Code of Ethics. All employees are required to sign a confidentiality commitment.

3.1.5. Compliance with Laws and Regulations

Reşha Automotive conducts all activities in compliance with laws and regulations. Legal requirements are closely monitored and measures are taken to ensure compliance.

3.2. Use of Company Resources

1. Company resources must always be used fairly, efficiently, and effectively. The principle of frugality is observed in all activities.

2. Company resources may not be used for personal benefit or for the benefit of individuals or entities outside the company.

3. Company assets must be protected from theft, damage, or misuse and safeguarded to the fullest extent possible.

4. Working hours must be used effectively and efficiently, and personal matters should be handled outside of working hours.

5. Company vehicles, mobile devices, computers, and other equipment allocated to employees are considered company assets and must be used according to the rules specified above and in line with company regulations.

6. When using the company’s communication network, including internet and email, employees must comply with company regulations to ensure information security and efficient use of resources.

3.3. Use of Information

1. All accounting and business records must be accurate, complete, and maintained in compliance with applicable regulations. Every employee is responsible for fulfilling these obligations.

2. Employees may never use information obtained through their duties or positions for personal gain.

3. Insider information that has not been publicly disclosed may not be used to gain unfair advantage in capital markets, nor may it be shared with third parties for this purpose.

4. Non-public information (e.g., strategic plans, pricing data, production techniques, new product and service initiatives, R&D activities) may not be shared with third parties outside the company.

5. If non-public company information must be shared with third parties, measures such as confidentiality agreements must be implemented to prevent misuse.

6. Non-public company information must not be discussed in public spaces such as cafeterias or employee shuttles.

7. Regulations, procedures, and instructions regarding the security of company information must be strictly followed. Appropriate measures must be taken to ensure safe storage, archiving, and protection of company data.

3.4. Conflicts of Interest

Company interests must always take precedence in all duties and activities. Employees must avoid conflicts of interest, ensuring personal interests never override the company’s priorities. Employees may not use their roles, responsibilities, or the name of Reşha Automotive to gain personal benefits or extend advantages to family members or close friends.

3.4.1. External Roles

1. Employees may not hold positions that would classify them as “traders,” “artisans,” or “self-employed professionals,” nor may they work (paid or unpaid) for any company or commercial business.

2. Employees may take voluntary roles in non-profit organizations and charities, provided that such activities do not interfere with their duties, create conflicts of interest, or clearly contradict company policies.

3. Employees may join political parties, but they may only engage in active political work if it does not conflict with company policies or their professional responsibilities, and only with the approval of the General Manager.

4. Employees may only publish articles, give interviews, make presentations, or deliver speeches on matters related to company policies, production, sales, or other practices with the approval of the General Manager.

5. Employees may only teach courses at professional organizations or educational institutions with the approval of the General Manager.

6. Participation in roles at professional chambers, associations, boards, federations, or other similar organizations is only permitted with the approval of the General Manager.

3.4.2. Gifts and Hospitality

1. Employees may not request gifts or benefits from customers or suppliers.

2. Employees may not request hospitality or business meals from customers or suppliers.

3. Business meal invitations from customers or suppliers may be accepted if they are reasonable and within local standards.

4. Symbolic gifts such as plaques or commemorative items given during meetings or seminars attended on behalf of the company may be accepted.

3.4.3. Family and Friends

1. In carrying out their duties, employees may not enter into business relationships with family members, relatives, or friends that result in mutual or unilateral benefits. Potential conflicts of interest involving family members employed by suppliers or customers must be avoided.

2. If family members, relatives, or close friends work within the company, such relationships must not influence company decisions.

3. Employees must always maintain impartiality and evaluate their subordinates based on performance, knowledge, and experience.

4. Employees with recruitment authority may not make hiring decisions for family members, relatives, or friends. Exceptions may be made if it serves the company’s interests, provided that the relevant senior manager is informed and approves the decision.

5. Employees with purchasing authority may not make procurement decisions involving companies owned by or affiliated with family members, relatives, or friends. Such relationships must be openly disclosed, and decisions may only proceed if it benefits the company and is approved by a senior manager.

6. If former employees are involved in companies submitting bids or conducting business with the company, this must be clearly disclosed.

3.5. Relations with Other Institutions

3.5.1. Customers and Suppliers

1. The company’s interests must always be prioritized in relationships with customers and suppliers.

2. Employees may not establish personal financial relationships (e.g., debt or credit arrangements) with customers or suppliers.

3. Promises made to customers must be kept; unrealistic commitments may not be given.

4. Employees may not engage in illegal or unethical conduct to obtain information about customers or suppliers.

5. Information unlawfully obtained by third parties about customers or suppliers may not be used or shared.

6. Customers and suppliers must be treated with respect, equality, courtesy, and fairness.

7. Employees may not mislead or deceive customers or consumers.

8. Confidential information of customers and suppliers must never be shared with third parties.

9. Obligations under agreements and contracts with customers and suppliers must be fully honored.

3.5.2. Relations with Competitors

1. All competition laws and regulations in the countries of operation must be fully observed, and fairness and honesty must be maintained in competition.

2. Employees must act with caution during meetings, seminars, or discussions where competition law boundaries may be at risk, and if necessary, withdraw from such environments.

3. Employees may not engage in illegal or unethical practices to obtain information about competitors.

4. Information unlawfully obtained by third parties about competitors may not be used or shared.

5. False or unverified rumors about competitors must not be spread or endorsed.

3.5.3. Relations with Public Authorities

1. All information and documents requested by public authorities must be accurate, complete, and provided in a timely manner.

2. Employees may not mislead or deceive public officials. The company’s interests may never be pursued by misrepresenting facts or manipulating information.

3. In cases of uncertainty regarding the application of laws or regulations, the Company’s Legal Counsel and Financial Advisors must be consulted.

4. No direct or indirect benefits may be offered to public officials in exchange for preferential treatment.

5. Regardless of company interests, no cash or cash-equivalent payments may be made outside of laws and regulations.

6. Third parties acting on behalf of the company (e.g., representatives, consultants) must also comply with these principles and refrain from improper offers.

3.6. Violations of Reşha Automotive Code of Ethics

1. Alongside the company’s internal regulations, procedures, and instructions, Reşha Automotive’s Code of Ethics must also be followed. Violations may lead to disciplinary action, up to and including termination of employment.

2. The Code of Ethics must be embraced, and employees must avoid behavior contrary to these principles.

3. All decisions and actions must be carefully evaluated for legality, fairness, and appropriateness.

3.6.1. In Cases of Doubt

1. Before making decisions, employees must carefully consider how the decision will affect the company, employees, shareholders, and stakeholders.

2. Any known violations of the Code of Ethics must be reported to the relevant manager or through the communication channels specified below.

3. The identity of individuals reporting violations of the Code of Ethics will be kept confidential, and the necessary investigations will be carried out.

Prepared by: Suat Öz
Approved by: Mirza Abdullatif Parlakyigit