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Information Policy

I- Purpose and Scope 

The aim of Altınyağ Combine, Inc. (“Company”) Information Policy is to always establish an active and transparent communication by sharing the past performances and future expectations of the company equally with all “stakeholders” such as domestic/foreign shareholders, stakeholders, investors and capital markets boards in a complete, just, timely and intelligible manner within the framework of generally accepted accounting principles and the provisions of Capital Market Legislation.  In the implementation of Information Policy, conveyance of the required information and explanations falling outside the scope of trade secret to all stakeholders such as shareholders, investors, employees and customers in a timely, accurate, complete, intelligible manner under equal conditions and with easy and cost-efficient access is fundamental. Information Policy is implemented within the framework of Capital Market Legislation,  Borsa Istanbul Stock Exchange regulations along with the Articles of Association of the Company and Capital Market Board Corporate Management principles.  Following the capital market regulations, maintaining the relations with the capital market boards as well as meeting the information requests of the shareholders and investors in line with the Corporate Management principles, and making shareholders’ rights available along with ensuring the necessary coordination from making the arrangements with regards to General Assemblies to information flow, including website, following the news and rumors and setting the cluster of principles, which determine the measures to be taken to ensure the confidentiality of internal information within the framework of Capital Market regulations by our company are among the basic aspects of our Information Policy.  Information Policy covers all the companies and employees operating within the Partnership.  

II- Authority and Responsibility 

The Board of Directors is responsible for establishing the Information Policy and making the changes in the policy.  The information policy and any changes to it are published on the Company website after the approval of the Board of Directors, and submitted for the information of shareholders at the first General Assembly. The Board of Directors is authorized and responsible for implementation and development of Information Policy of our company, and the Shareholders Relations Department (Investor Relations Department) provides information and makes suggestions to the Board of Directors and Audit Committee on matters concerning Information Policy.  Investor Relations Department is responsible for executing this Information Policy.  

III- Informing Methods and Instruments 

Informing methods and tools used by our company are indicated below, without prejudice to the provisions of Capital Markets Legislation and Turkish Commercial Code (TCC).  

» Disclosure of Special Cases to Borsa Istanbul and the Authorized Persons  

Not being limited with the legally required disclosures; all kinds of important information not yet being made public that might affect the decisions of shareholders and other stakeholders and the value of the capital market instruments of the company and the investment decisions of the investors with regard to these instruments are disclosed within the framework of the provisions of the Communiqué of Capital Markets Board on Material Disclosures and are announced on the website of the company at the latest within the following business day following the public disclosure; and are posted on the website of the company for a period of five years.  However, public disclosures do not contain any information that might hinder the competitive power of the company, and hence giving rise to consequences detrimental to the company, shareholders and stakeholders; and the trade secrets of the company may not be disclosed.  Material Disclosures are prepared by Investor Relations Department, and disclosed to the public in the electronic environment as Public Disclosure Platform (KAP).  In all cases, where it is required to disclose a case not yet known by the public, a working group composed of Chair of the Board of Directors, General Manager, Assistant General Manager of Financial Affairs and an official of the Investor Relations Department examine the matter and do as required within the framework of the Information Policy of the company.  All kinds of information to be disclosed for the first time must obtain the approval of this group. 

» Public Disclosure of Financial Reports Financial statements of our company prepared in accordance with the international financial reporting standards (IFRS) published by the Capital Markets Board are audited in accordance with the independent audit standards published by the Capital Markets Board and disclosed to the public at Borsa Istanbul as KAP Notice in electronic environment.  Financial Statements and the activity report of the board of directors prepared in accordance with the capital markets legislation and the corporate management principles along with the independent audit report and the attached documents are submitted to the Board of Directors for approval with the assent of the Audit Committee prior to public disclosure; and after signing of the attestation by the members of the Audit Committee, they are disclosed to the public as a KAP notice in electronic environment in accordance with the Capital Markets Board and BORSA ISTANBUL regulations.  Financial reports are also posted retrospectively on the company website. 

» General Assembly Meetings and advertisements and announcements such as prospectuses, circulars, general assembly invitations made through Turkish Trade Registry Gazette and Daily Newspapers; Pursuant to the Capital Markets Law, Turkish Commercial Code  and Company's Articles of Association, the announcements concerning General Assembly, increase of capital, distribution of dividends are made both through Turkish Trade Registry Gazette and daily newspapers. These information and the annual activity reports are made available to the public at the company head office and the branches, and also announced to the public through company website at least 15 days prior to the General Assembly.  Minutes of the General Assembly Meetings are made available to all stakeholders on the company’s website retrospectively.  Company Officials make a presentation summarizing the annual reports and answer the questions of the attendants in detail in the General Assembly Meetings. 

» Written and verbal information requests, press releases, disclosures made to data distribution channels, disclosures made at the conferences and meetings and the disclosures made through bilateral negotiations  Written and verbal information requests delivered by  the stakeholders and/or any institution/person are evaluated by the officials within the framework of the Information Policy of our company, and all information sharing is carried out within the scope of the content disclosed to the public previously.  Written questions delivered to the Investors Relations Department are answered within not later than 7 business days provided that these contain the requests relating to the information disclosed to the public, and all correspondences of the Department are recorded.   Material disclosures made to BORSA ISTANBUL as well as press conferences and/or press releases are utilized in disclosing the operating results of the company, including the year-end operating results, performances and the other developments within the period as well as the developments that might create important changes in the financial status and/or operations of the company, and the press releases are posted on the company website.  Only the Chairman of the Board of Directors and the General Manager are authorized to make all the written and visual press releases made periodically or in parallel to the important developments, relating to the business operations, expectations of the company and the current issues.  Apart from this, unless assigned specifically to do so, our Company employees may not reply the questions from stakeholders or any institution/person. the information requests received are directed to the Investor Relations Department.  Official of the Investor Relations Department will also be present in all the pre-programmed meetings, video-conferences and other discussions to be held with the analysts, capital markets professionals and the members of press.  Presentations can be made to cover many issues from company strategies to analytical explanation of the financial statements, and questions can be answered by attending to national and international conferences or one-to-one meetings with the intention of sharing information with the investors and analysts in the direction of requests made by our stakeholders.  These presentations and/or explanatory statements are posted on the company website to prevent asymmetrical distribution of information.  We will continue to take part in activities such as sectoral seminars, trade shows and employee meetings.  Partnership strategies, targets and projects that are not approved with a resolution by the Board of Directors may not be disclosed.  Critical issues, strategic approaches affecting operating results and important components facilitating better understanding of the sector are communicated to the stakeholders.  Within the scope of this heading, any important information not yet being made public will not be disclosed.  Nevertheless, in the event the company determines that important information not made public yet has been disclosed unintentionally, this information is immediately disclosed to the public pursuant to the Capital Markets Board regulations.  Under this heading, providing information to a limited number of people cannot be construed as meeting the liability of public disclosure. 

» Corporate Website Company website (www.altinyag.com.tr) is used actively in public disclosure.  Disclosures included in the website of the company do not substitute the notices and material disclosures required to be made pursuant to the provisions of Capital Markets Law.  Access over the website is provided to all public disclosures made by the company.  Website is prepared in Turkish and English in a content and form as stipulated by Capital Markets Board Corporate Management principles.  All kinds of measures concerning the security of the website have been taken and it is controlled continuously according to the new developments.  Website is continually updated on the basis of changes in the legislation and the technological developments.  

» Analyst Reports Analyst reports are considered as the property of the company which prepared them and are not posted on the company’s website.  Analyst reports are not reviewed, confirmed, approved and their responsibility are not assumed, posted and no comments are made.  Nonetheless, if required, analyst reports may be reviewed only on the basis of corrections on statistical data, correction on the expressions conflicting with the disclosures made previously by the company and on the basis of the sector information and data or unimportant information to confirm accuracy and reliability of the information disclosed.  Upon each review, a written explanation will be sent to the analyst indicating that the report is reviewed by the company in terms of accuracy and reliability of the disclosed information; and this review will not indicate that any other information or result in the report or the model being approved, assented or confirmed by the company and that the analyst report also being reviewed by the company.  Company discloses the analysts who prepare these reports and their company to the public on the company website.  

» Disclosure of Expectations and Targets Within the framework of the Information Policy, when deemed necessary, the expectations and targets may be disclosed by taking the company data into consideration at one time or another.  In the written documents where expectations are disclosed, the grounds and justifications for expectations are explained with data. The fact that the results may deviate from the expectations to a great extent due to potential risks, uncertainties, and other factors, is clearly stated in the disclosure. The information disclosed in expectations may not be misleading nor include exaggerated assumptions and predictions without ground. When it is understood that the future estimates will not come true, this situation is disclosed to the public and the said information is revised. During disclosure of the expectations, the executives with power to inform the public must pay attention to exclude the matters including company activities and strategies not yet resolved by the Board of Directors. 

» Monitoring the News and Rumors About the Company Except when a request for verification is received from CMB and/or BORSA ISTANBUL, as a principle, no opinion is expressed about the speculations in the market and/or Internet. On the other hand, in case of news or rumors about the Company which appear in media organs or the public, which may affect the investment decisions of savers or the value of capital market instruments, which are not originated from the persons authorized to represent the partnership and which have different contents from the information for which the material disclosures, prospectuses, circulars, Board-approved statement texts, financial reports and other public disclosure documents have been previously disclosed to the public, the Company immediately makes a statement to the public on whether or not such news or rumors are correct or sufficient, without waiting for any warning, notification or request by the Board or relevant stock market, unless there is a decision taken by the Company to delay it 

. In addition, if we are requested to make a statement regarding the news and rumors appeared in media organs, even though they do not impose an obligation for a material disclosure, the relevant statement is again made by the same authorized persons. 

V- Criteria Used in Designation of the People with Administrative ResponsibilitiesPeople with administrative responsibilities composed of members of the management or supervisory bodies of the partnership within the framework defined in the capital markets legislation, and the persons, who are not members of these bodies but able to regularly access, directly or indirectly, the internal information concerning the partnership and are authorized to make managerial decisions affecting the future development and commercial targets of this partnership.  Chairman of the Board of Directors, members of the Board of Directors, General Manager, Assistant General Managers and the Factory Director are assumed to have detailed information about all kinds of businesses and operations and the future strategies and plans of the company, and are evaluated within the scope of the personnel with the authority to access internal information.  The personnel with restricted information about the business and operation of the company are not considered within the scope of the personnel with access to internal information on the basis of the organization even if they are senior executives.  These personnel are considered within the scope of the personnel with access to internal information according to elements and components of the information on the basis of project and individual tasks.