Information Policy
Article 1: Scope and Legal Basis
Turkish Commercial Code (“TTK”), Capital Markets Legislation by the Board of Directors; It was established within the framework of the regulations of the Capital Markets Board (“CMB”) and Borsa Istanbul A.Ş. (“BIST”) and based on the CMB Corporate Governance Principles. The Information Policy includes the employees of the Company and all related companies operating within it, consultants, official authorities, customers, suppliers, creditors, investors, unions, various non-governmental organizations, potential savers who are considering investing in the company, analysts (together "stakeholders"). and determines the principles of written and verbal communication with shareholders. This policy has been prepared within the framework of CMB's II-15.1 "Special Cases Communiqué" and II-17.1 "Corporate Governance Communiqué".
The Company's Board of Directors is responsible for the implementation, supervision, periodic review and development of the Information Policy. The Board of Directors may exercise this authority itself or may delegate it to real or legal persons. The Corporate Governance Committee assists the Board of Directors on matters related to the Information Policy. The Information Policy approved by the Board of Directors is disclosed to the public through the Public Disclosure Platform (“KAP”) and the Company's Corporate Website. In case of a change in the Disclosure Policy, the new text approved by the Board of Directors will be announced on KAP and the Corporate Website and will be presented to the shareholders at the first general assembly meeting.
Article 2: Purpose
The purpose of the Company "Information Policy" ("Information Policy"); The Company's past performance and future expectations are disclosed to shareholders and investors (together) by complying with the provisions of the Capital Markets Law (“CMB”), the Capital Markets Board (“CMB”) regulations and other relevant legislation (collectively, the “Capital Markets Legislation”). Maintaining active and open communication with “capital market participants”). The Company believes that sharing its strategies, critical elements, risks and growth opportunities regarding its activities with the public, excluding information that is a "trade secret", will create a more effective market for the Company's capital market instruments.
In terms of public disclosure, the Company complies with the Capital Markets Legislation as well as the Turkish Commercial Code (“TTK”), Borsa İstanbul A.Ş. (“Stock Exchange”) and Central Registry Agency (“CRA”) regulations; It pays utmost attention to the implementation of the principles included in the CMB Corporate Governance Principles.
Article 3: Definitions
Company: Çates Elektrik Üretim A.Ş. BIST/Borsa: Borsa İstanbul A.Ş. CMB/Board: Capital Markets Board, CMB/Law: Capital Markets Law No. 6362, Public Disclosure Platform (KAP): Electronic system where information required to be disclosed to the public in accordance with the legislation is transmitted with electronic signature and announced to the public, Internal Information: Capital Information, events and developments that have not yet been disclosed to the public that may affect the value, price of capital market instruments or the investment decisions of investors, MKK: Central Registry Agency, Special Situations: Internal or continuous information that may affect the value, price of capital market instruments or the investment decisions of investors, Continuous Information: Internal It refers to all information, events and developments outside the definition of information, TCC: Turkish Commercial Code.
Article 4: Tools Used in Information
The Company uses the following methods and tools for public disclosure purposes, within the framework of CMB and BIST regulations and the provisions of the Turkish Commercial Code: - Material event disclosures and Company General Information Form announced on KAP - Financial statements and footnotes, activity reports, corporate documents announced on KAP management compliance reports etc., - Corporate website (https://www.cates.com.tr/) - Presentations, information notes, information and promotional documents prepared for investors, - Meeting with capital market participants face to face or via teleconference Information meetings held, - Prospectus, circular, announcement text and other documents that must be prepared in accordance with CMB regulations - Press releases made through written and visual media. - Announcements and announcements made through the Turkish Trade Registry Gazette and daily newspapers - Reuters, Forex, etc. statements made to data distribution organizations, etc.,
Article 5: Public Disclosure of Financial Reports
The Company's Financial Reports are prepared within the scope of CMB's "Communiqué on Principles of Financial Reporting in the Capital Market" numbered II-14.1 and Turkish Accounting Standards ("TMS") published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") and Turkish Financial Reporting Standards. It is prepared in accordance with Reporting Standards (“TFRS”). Annual financial statements are fully comprehensive and six-monthly financial statements are disclosed to the public after a limited independent audit and are announced on the corporate website. Likewise, three to nine-month financial statements are prepared by our Company and disclosed to the public in accordance with the principles and procedures specified in the CMB's "Communiqué on Principles of Financial Reporting in the Capital Market" numbered II-14.1.
Before the financial statements and footnotes are disclosed to the public, they are submitted to the approval of the Board of Directors with the approval of the Audit Committee within the framework of CMB regulations. After the declaration of responsibility is signed, the financial statements, footnotes and independent audit report, if any, are disclosed on KAP. Financial statements and footnotes can be accessed retrospectively on the Company's Corporate Website. The Company's financial statements and footnotes disclosed on PDP are available retrospectively in the Investor Relations section of the Company's corporate website.
In addition to the information disclosed in the financial statements and footnotes, in order to ensure that investors can make the analyzes they request, an investor presentation is prepared for each financial statement period (including additional information such as the Company's consolidated cash and debts, information on its investments) and published in the Investor Relations section of the Company's corporate website. It is included in the section.
Article 6: Public Disclosure of the Activity Report
The Annual Report is prepared in accordance with the Capital Markets Legislation and CMB Corporate Governance Principles, under the coordination of the Investor Relations Department; It is approved by the Board of Directors with the approval of the Corporate Governance Committee and disclosed to the public through the Public Disclosure Platform (KAP) and the Corporate Website.
Hard copies of the annual activity reports, which can be accessed in Turkish and English on the Corporate Website, can be obtained from the Investor Relations Department. In addition, interim activity reports prepared on a quarterly basis are announced to the public through the Public Disclosure Platform (KAP) and presented to investors in Turkish and English on the Corporate Website.
Article 7: Public Disclosure of Special Situations
The Investor Relations Manager is authorized and responsible for the coordination of the fulfillment of the material event disclosure obligation in the Company.
In principle, special situation disclosures are signed by the Deputy General Manager of Financial Affairs (CFO), Investor Relations Department Manager and/or Budget and Reporting Manager and Accounting Manager and sent to PDP. The names of the persons authorized to make material event disclosures on behalf of the company and any changes are notified to the Stock Exchange.
Special situation disclosures are also published in Turkish and English on the Corporate Website.
List of Persons with Administrative Responsibilities
Within the framework of the Capital Markets Legislation, "Persons with Administrative Responsibility" means the members of the Board of Directors of the Company, who, although they are not members of the Board of Directors, have direct or indirect access to the internal information of the Company on a regular basis and have the authority to make administrative decisions that affect the future development and commercial objectives of the Company. has been defined. In this context, in our Company, Members of the Board of Directors and Senior Managers (Deputy General Managers, Directors, Managers) are accepted as people with administrative responsibilities and those who have regular access to internal information and have the authority to make administrative decisions that affect the future development and commercial goals of the Company.
Article 8: Ensuring the Confidentiality of Inside Information Until It is Disclosed to the Public
Measures Taken for
List of people with access to inside information
People who work under the company, under an employment contract or otherwise, and who have regular access to internal information are notified to MKK, and when there is a change in this information, the necessary updates are made within two business days at the latest.
Persons with administrative responsibilities are also considered to be persons who have access to internal information within the framework of the relevant legislation.
The following points are included in the notification of persons who have access to internal information:
a) Name and surname of the person who has access to internal information, T.R. identification number or passport number and MKK registry number, if any,
b) The reason why this person is on the list,
c) The date the list was prepared and updated,
d) Whether it is among the persons with administrative responsibilities
The list of persons with access to inside information is updated under the following conditions:
a) When there is a change in the reason why a person is on the list,
b) When it is necessary to add a new person to the list,
c) When a person on the list loses access to inside information.
The Company reserves the right to ensure that persons who have access to inside information are subject to the CMB. and ensures that it is aware of its obligations in the relevant legislation and the sanctions regarding the misuse of this information.
Persons who have access to inside information are obliged to protect the confidentiality of inside information during the process of creation of inside information and until the inside information is subject to material disclosure. People who have access to inside information, confidentiality agreement, etc. In principle, they cannot share internal information with third parties under any circumstances. If it is determined that internal information has been unintentionally disclosed or leaked to third parties by these persons, and if it is concluded that the confidentiality of the information cannot be ensured within the scope of CMB regulations, a special situation disclosure is made immediately. Persons who have access to inside information can only share this information with third parties if necessary in the ordinary course of commercial life by signing a confidentiality agreement between the parties.
Article 9: Public Disclosure of Other Notifications
Other notifications (prospectus, circular, etc.) other than those listed above are signed and disclosed to the public within the authorities determined by the Company's signature circular.
Article 10: Persons Authorized to Make Public Disclosures
Apart from the above-mentioned notifications, written and verbal information requests made by capital market participants are fulfilled in writing and/or verbally, depending on the content of the request, within the authority limits determined by the Investor Relations Department and with the knowledge and approval of a higher authority.
Written and visual media and Reuters, Forex etc. Press releases to data distribution channels can only be made by the Chairman of the Board of Directors, Chief Executive Officer (“CEO”), General Manager or Deputy General Manager-CFO.
Apart from this, unless specifically assigned, Company employees other than the Investor Relations Department cannot answer questions from capital market participants. Incoming information requests are directed to the Investor Relations Department.
Article 11: Communication with Capital Market Participants
The Company does not/cannot provide guidance to capital market participants regarding expectations regarding operating results and share price.
Unless otherwise stated in the Information Policy, only persons authorized to make public disclosures may communicate with capital market participants. An official from the Company's Investor Relations Department is present in all interviews with capital market participants. In non-public interviews with capital market participants, no important/private (internal) information that has not yet been disclosed to the public is disclosed.
Quiet Period: The Company refrains from discussing financial results and other related matters with capital market participants during certain periods of the calendar year in order to prevent asymmetric information distribution and unauthorized disclosures regarding operating results. This period is called the "Silent Period". For the company, the silent period covers the two-week period before the publication date of the report for the quarterly and annual accounting period. During the quiet period the company;
a) Will not discuss the financial situation of the Company, except for publicly disclosed information, in meetings to be held one-on-one or in groups with capital market participants,
b) Will not express an opinion on its activities and financial situation unless it deems it necessary and without prejudice to the provisions of the Capital Markets Legislation,
c) Will not answer questions posed one-on-one or by small groups, except for publicly disclosed information; will not make statements to such groups. If such a situation occurs, the explanations will be included on the Corporate Website.
During the silent period, persons authorized to make public statements on behalf of the Company will be able to attend conferences, forums, panels and make speeches and statements there, within the conditions specified in the "Communication with Capital Market Participants" section.
Article 12: Company Corporate Website
The Corporate Website is actively used for public disclosure, as recommended by the CMB Corporate Governance Principles. The disclosures on the Company's Corporate Website do not replace the notifications and special situation disclosures that must be made in accordance with the provisions of the Capital Markets Legislation.
All disclosures made to the public by the Company through the Public Disclosure Platform (“KAP”) are accessible through the Corporate Website. The Corporate Website is structured and segmented accordingly. All precautions are taken regarding the security of the Corporate Website.
The "Corporate Communication Unit" is responsible for the coordination of the preparation of the Company's Corporate Website. The Corporate Website has areas specific to shareholders and investors. The content of these fields is created by the Investor Relations Department. These areas are structured in such detail that capital market participants can follow the company performance in the best possible way. Official documents announced on KAP within the scope of CMB regulations are also announced on the Corporate Website, facilitating investors' access to these documents.
The Corporate Website is prepared in Turkish and English in the content and manner prescribed by the CMB Corporate Governance Principles. In particular, the announcement regarding the general assembly meetings to be held, the agenda items, the information document regarding the agenda items, other information, documents and reports regarding the agenda items, and information about the methods of participation in the general assembly are prominently included on the Corporate Website.
Work on the development of the Corporate Website continues constantly.
Article 13: Principles Concerning the Disclosure of Forward-Looking Evaluations
Forward-looking evaluations refer to evaluations that include plans and estimates that constitute internal information about the future or give investors an idea about the issuer's future activities, financial position and performance. It is not obligatory to disclose these, and the Company may disclose its future evaluations to the public, if deemed necessary, within the framework of the Information Policy. Forward-looking evaluations may be disclosed subject to the decision of the board of directors or the written approval of the person authorized by the board of directors. Future-oriented evaluations are disclosed to the public at most four times a year.
If there is a significant change in the evaluations that have been publicly disclosed for the future, a statement will be made without being subject to any number limit. Disclosure regarding future evaluations can be made as a material event disclosure, or through presentations to inform investors, provided that it is disclosed in the Company's activity report or PDP. In the statements to be made regarding future evaluations, if there is a significant difference between the matters previously disclosed to the public and the actualization, the reasons for these differences will be included.
Article 14: Principles for Fulfilling the Verification Obligation
The Company follows the news about the Company and the sector in which it operates in important national media outlets through a media monitoring agency it has agreed upon in the country. News about the company is regularly communicated to senior management and the Investor Relations Department. In addition, news is followed through the data provider software in the senior management and Investor Relations Department to which we subscribe. In case there are news or rumors about the company that are of importance that may affect the investment decisions of savers or the price and value of capital market instruments, that are announced to the public for the first time through the press or other communication channels, or that have a different content than the information that has been previously announced to the public, whether these are correct or sufficient. An explanation is given about it.
In evaluating whether verification is required, the Company complies with the following principles, taking into account the circulation and awareness of the media outlet in which the news is published:
1 If the news is not important enough to be included in the definition of inside information, no statement is made on the subject in principle. The Investor Relations Department and the Chairman of the Board of Directors evaluate whether it would be appropriate for the Company to make a statement regarding the news and rumors in question regarding matters that appear in the media but do not result in a special situation disclosure obligation in accordance with the Special Circumstances Communiqué.
2 For news that constitutes inside information; I. If a material event disclosure or a statement has previously been published on the Public Disclosure Platform (KAP) within the framework of the public disclosure regulations of the Capital Markets Board (CMB), no action will be taken.
ii. If there is false news that may affect the price and value of company shares and the investment decisions of savers, a special situation statement is made about the issue. 3 If the news and rumors are about information whose public disclosure has been postponed;
I. If the news covers important details, originates from the Company and is true, it is assumed that the reasons for the postponement have been eliminated and an explanation is made.
ii. If the news is false, no statement may be made as there is no leakage of information. However, if necessary to protect the interests of the Company and investors, an explanation will be made for such unfounded news.
Article 15: Principles Regarding the Use of Partnership Rights
Within the framework of CMB regulations, prospectus, issue document, invitation and announcement texts about partnership general assembly, capital increase, dividend payments, merger and division and various other issues related to the company are announced on KAP and shareholders are informed. These documents are announced on the Company's corporate website as well as in places such as the Turkish Trade Registry Gazette specified in the regulation, facilitating investors' access to these documents.
The Company's Ordinary General Assembly Meetings are held every year within the legal periods specified in the Turkish Commercial Code. Information and documents to be seen at the General Assembly; They can be listed as Agenda, List of Attendees, Annual Report, Auditor's Report, Balance Sheet, Income Statement, General Assembly Minutes and Amendments to the Articles of Association, if any.
Changes to be made in this Information Policy are subject to the approval of the Board of Directors.
