Corporate Governance

Anadolu Sigorta Ethical Rules and Implementation Principles Policy

1. PURPOSE AND SCOPE

As Turkey’s first national insurance company, Anadolu Anonim Türk Sigorta Şirketi (“Anadolu Sigorta” or “The Company”) adopts and applies in an uncompromising manner principles of superior professional ethics for the sake of protecting and upgrading the reputation of both the Company as well as the sector.

The purpose of this document comprises of setting forth and specifying the professional rules of ethics and principles of application required to be adhered to by the Company in its relations with its customers and other stakeholders further and in addition to the existing laws and regulations, including any measures to be taken in case of non-congruence with such principles; and serve as basis to the sanctions applicable by the Company. In the event it is acted in departure from the provisions under such principles, serves as basis for the sanctions to be applied by the Company under the Discipline Regulation as well as Collective Labor Agreement.

All Company employees, managers and Board of Directors Members (“Employees”) comply with these principles.

2. GENERAL PRINCIPLES

All Employees of the Company conduct and perform their duties within framework of the general principles listed and specified hereinbelow with the purpose of maintaining trust and persistence in the insurance sector, upgrading service quality, avoiding and preventing unfair competition as well as operations and applications which might result in economic losses, enhancing social benefits.

Ethical principles are not limited to those listed under this document. Any and all acts similar to these acts are included in the rules required to be complied by the Employees.

TAX POLICY

• The Company pays any taxes arising from its operations in accordance with the terms and conditions specified under the legal regulations.
• The Company is not allowed to perpetrate with any illegal transactions or dispositions in order to avoid and abstain from its tax-related obligations.

COMMERCIAL AND FINANCIAL RECORDS

• Any and all books, commercial and financial records, accounts and financial statements of the Company are kept and maintained in accordance with the accounting principles and the relevant period pursuant to the national and international standards as well as legal regulatory practices; they reflect the transactions of the Company in a proper manner.

PROTECTING COMPANY ASSETS

It is the responsibility of all Employees to protect and use effectively all assets of the Company in cash and in kind.
All assets of the Company are used in accordance with the primary business goal.

CONFORMANCE WITH RULES OF COMPETITION

• The Company envisions unfair competition practices as a threat against the future of the sector and believes in the vital role of free competition for sound and robust development of the sector.
• In all of their operations, Employees of the Company act in compliance with the legislations concerning competition.
• In relations with the public entities, legal obligations are performed and fulfilled in parallel to the principles of honesty, accountability and transparency within framework of the principles set forth and specified under the laws and regulations; any information and opinions requested are duly provided.

PREVENTING LAUNDERING OF ILLICIT MONEY AND FINANCING OF TERROR

The Company performs in full and on time such requirements towards preventing laundering of illicit money and financing of terror; follows-up the relevant national as well as international legislations in relation therewith; cooperates to this end with the competent entities and organizations.

COMBAT AGAINST BRIBERY AND CORRUPTION

• The Company adopts the policy of zero tolerance for bribery and corruption.
• The Company has a Policy for Combat Against Bribery and Corruption published in relation with this matter.

GIFTS AND HOSPITALITY

• The Company has a Gifts and Hospitality Policy published in relation with this matter, which is required to be complied with by all Employees.

HONESTY

It is acted in an honest manner in the relations with customers, agencies including employees and shareholders, group companies, suppliers, in short with any and all persons, entities and institutions.

TRANSPARENCY

• In the operations carried out and realized, transparency and accountability are kept and maintained at the ultimate possible level.

ACTING IN COMPLIANCE WITH LEGAL REGULATIONS AND COMPANY RULES

It is of essence to act in accordance with the legal regulations in practice, primarily those in relation with the insurance business.
In the course of operations, it is of critical essence not to use the advantages granted and enabled to the sector within framework of the laws, with the purpose and intent of obtaining benefits in such a way and manner conflicting with the matters listed under the legal regulations concerning insurance business and described under the said principles, however they might be formally in accordance with the laws.
It is acted in accordance with such principles and methodologies originating from the international initiatives that the Company has subscribed to or declaring support therefor.
Employees are not allowed to be involved with any behavior and activities binding for them which are in departure with the rules imposed by the authorized bodies of the Company in respect of the functioning of the Company. They are not permitted to perpetrate with any acts and deeds not in compliance with the interests and welfare of the sector.

POLITICAL BAN AND DONATIONS

• The Company does not provide support to any political party or candidate.
• No donations or support whatsoever are to be made and provided to the political parties, candidates on behalf of the Company.

MEMBERSHIPS IN ASSOCIATIONS, FOUNDATIONS AND OTHER NON-GOVERNMENT ORGANIZATIONS

• The Company is entitled to become corporate member in any associations, foundations, professional unions, chambers and such similar non-government organizations established in accordance with the laws currently in effect and could be represented before these types of organizations through individual memberships of its managers. Company managers are entitled to assume duties in the management of these types of organizations in representation of the Company.
• Employees are allowed to become members individually in any non-government organizations like associations, foundations, professional unions and chambers established in accordance with the laws currently in effect.
• Employees could serve in the social security and assistance funds, associations founded by the Company, its Employees or jointly by both.
• Without permission of the Company, Employees are not allowed to assume duties in the management boards of cooperatives.

SUPPORTING HUMAN RIGHTS, DIVERSITY, EQUALITY AND COMBAT WITH DISCRIMINATION

• Anadolu Sigorta identified with its character of being Turkey’s School of Insurance Practices, for the sake of developing human factor primarily presents its Employees an equitable, equalitarian and secure work ambient where human and employee rights are preserved.
• The Company respects and supports human rights declared at international scale.
• In none of its operations is the Company allowed to be and become a party to human rights violations. While performing their duties, Employees act in due consideration of the impacts of these duties on human rights; circumstances where there violation is suspected are immediately advised to the relevant managers concerned, ensuring that the necessary measures and dispositions are taken and adopted.
• In operations of the Company, child abuse, forced and involuntary labor practices are not tolerated.
• It is provided in detail in the Sustainability Policy, such other rules adopted by the Company in relation with the work life and applications realized.

RESPONSIBILITIES TOWARDS THE ENVIRONMENT

Aspects of the Company operations regarding the environment and climate are regulated under Environment and Climate Change Policy.

SOCIAL BENEFIT AND SOCIAL RESPONSIBILITY

• In all of its operations and activities, the Company attends and pays respect to social benefit, ensures that any and all measures to be taken to this effect are implemented in full and on time.
• The Company takes care in providing support to social and cultural events with an awareness of social responsibility.

NEUTRALITY

Employees do not discriminate amongst agencies, suppliers, other business partners and customers, avoid prejudiced behavior and also refrain from any and all kinds of discrimination in respect of services provided.

RELIABILITY

• In respect of services provided to all parties in relation with, clear, understandable and correct data and information are given; the parties are fully and accurately informed about their rights and obligations.

CONFLICTS OF INTEREST

• Adverse relationship between the personal interests of individuals and interests of the Company is referred to as a circumstance of conflict of interest. All of our Employees are in a tendency to adopt decisions towards their activities and dispositions that would result in the best possible manner for the interests of the Company rather than their personal benefits.
• Employees are not allowed to use their power and authority for employment of their family members or close acquaintances or in favor of providing diverse benefits hereto.
• Without permission of the Company, Employees are not to be employed at any other work.
• Since it is a public company, it is of essence that equal treatment is implemented amongst shareholders of the Company.

CUSTOMER RELATIONS

• In respect of the relations with the customers, it is never to be departed from the line of courtesy, dignity and professionalism; it is of primary essence to preserve and maintain reliability in the eyes of the customer.
• Data with respect to the terms and conditions for the products and services are communicated to the customers clearly and in full; it is not allowed to make any misleading advising, directing or forcing in order to realize sales.
• Customer complaints are concluded in the shortest possible period of time by taking interests of the customer into consideration.

CONFIDENTIALITY OBLIGATION

• Employees are not allowed to disclose without permission any confidential data not expected to be known by the general public.
• Within framework of the principle for confidentiality of personal data, Employees pay respect to the confidentiality of such data provided by their customers or generated by the Company; preserve the intimacy thereof; and avoid from disclosing the same of the customers or other third parties.

OPERATING HARMONY AND WORK AMBIENT

• It is of particular essence that all Employees act in a manner befitting the reputation of the Company in all of their relations both within the Company and otherwise.
• The Company takes care to conduct its operations by considering the requirements of our country’s economy as well as its own profitability.
• Company’s managers work for increasing the motivation of Employees and providing services under more favorable terms. Managers act neutrally, balanced, equitably and prudently in respect of their dispositions towards the Employees. In their mutual relationships and communication, managers and employees prioritize respect and human dignity.
• The Company promises and covenants to provide its employees a healthy and secure work ambient. Managers of the Company are obliged to take and adopt any necessary vocational health and safety measures required for fulfillment of such covenant. Vocational health and safety performance is duly recorded.

USING THE SOCIAL MEDIA

Employees are not entitled to share in their personal social media accounts, forums, blog pages and such other similar public open Internet or mobile application platforms such company data and particulars other those announced through the official channels of the Company (particularly data not verified to be true and correct, contents liable to violate any copyrights, contents which might lead to negative ideas and opinions about the Company and its services or give rise to uncertainties and incongruities, or such other written, visual or multimedia contents contradicting with the principle of confidentiality).
Employees are not allowed to share in any media any statements, writings, notices, advertisements which might cause generation of negative images both about the employees of the Company or employees of other companies in the sector; nor make any implications to that effect.

3. IMPLEMENTING OF THE ETHICAL RULES

MANAGING CONFORMANCE WITH ETHICAL RULES

• Personnel Committee is responsible, by assuming its identity as Ethics Board, of generating the ethical rules of the Company, revising such rules in circumstances deemed necessary and supervising the implementing of the same before the Senior Management, review any notices towards breach of Company’s ethical rules, in the event of detecting any such breach, ensuring that all necessary administrative and/or legal actions are duly taken.
• Compliance with the Ethical Rules and Implementation Principles is under joint responsibility of all Employees of the Company.
• The Company monitors regularly compliance with Ethical Rules and Implementation Principles through its units under internal systems. Results obtained are reported to Senior Management at regular intervals. Data and information concerning the business ethics practices and performance of the Company are announced to the general public through sustainability reports.

CHANNELS OF NOTICE AND ASSESSMENT PROCESS

• All Employees are obliged to make any necessary notices in circumstances where any doubt towards violation arises or information is received towards violation of Ethical Rules and Implementation Principles
• Any notices and advices could be made to the relevant company executives, Board of Auditors, Personnel Committee.
• Assessments and investigations are conducted within framework of the respective principles of confidentiality and neutrality.
• The Company believes and has faith in settlement of any problems under honesty and goodwill. No retaliation is applied towards any employees or stakeholders who transmit and communicate in accordance with the procedures specified, their reasonable doubts arising under these principles. Similarly, no employee is to be held liable towards any commercial damage suffered by the Company as a consequence of his/her acting in compliance with the rules of work ethics such as refusing and denying to be and become a part of bribery and corrupt practices. A treatment of this type is assessed as express violation of the Ethical Rules and Implementation Principles.

Disclosure policy of our company, approved by the Board of Directors, is described herein.

Any modification thereto, including the justification will also be disclosed to public after it is approved by the Board of Directors.

General Framework

Anadolu Anonim Türk Sigorta Şirketi fulfills its obligations of public disclosure of financial and other type of information as required mainly by the Law on Insurances and relevant regulations hereunder and Capital Markets Legislation, Turkish Commercial Code and the legislation governing the Istanbul Stock Exchange (BIST), through which our shares were listed and exchanged, in line with the generally accepted accounting principles and corporate governance principles; therefore, it follows a detailed public disclosure policy.

Main purpose of the disclosure policy is to ensure true, complete, convenient, less costly, understandable and fair conveyance of necessary information and disclosures, other than those classified as trade secret, to shareholders, investors, employees, clients, creditors, reassurers and other concerned parties.

Having an active approach for the adoption and implementation of Corporate Governance Principles, our company attaches utmost care for compliance with the requirements of the relevant legislation and best international practices with respect to public disclosure. Anadolu Anonim Türk Sigorta Şirketi Disclosure Policy has been prepared within the scope of above principles and put into practice after its approval by the Board of Directors.

Anadolu Anonim Türk Sigorta Şirketi uses Public Disclosure Platform (PDP), Central Registry Institution (E-Company), Electronic General Assembly System (EGAS), national/local newspapers, Turkey's Trade Registry Journal and company's official website for informing the public.

Authorization and Responsibility

The Board of Directors is responsible and authorized for preparation, monitoring, auditing and improvement of public disclosure policy of our company. Directors in charge of financial management and reporting and Investor Relations Department have been appointed for the responsibility of conducting and coordination of disclosure function under the policy. The officials of the mentioned department perform their duties in coordination with the Audit Committee, Corporate Governance Committee and the Board of Directors.

Public Disclosure Operations and Methods and Instruments Used

Public Disclosure operations and methods and instruments used for these operations under the legislation on insurances, Capital Markets Legislation, Turkish Commercial Code and other relevant legislation are described below:

Financial statements and notes and explanations thereof for each quarter, which are Prepared in accordance with the legislation issued by the Undersecretary of Treasury, Directorate General of Insurance and Capital Markets Board and signed with an attestation by the Committee Members in charge of Audit and the Director General or Directors in charge of financial reporting, and external audit reports, issued annually semi-annually are published on our website and reported to the Public Disclosure Platform (PDP) within its legal deadline. Furthermore, our company issues financial statements for each quarter and upload them to the portal managed by the Undersecretary of Treasury and convey most of these statements also to the Turkish Insurers Union (TIU) for informative reasons.

Disclosures for special cases, which must be notified pursuant to the Capital Markets Board (CMB) legislation, are notified to PDP within its legal deadline. Disclosures for special cases are published on the company website of Anadolu Sigorta on the next business day at the latest following the public disclosure and stays on the website for a duration of 5 years.

For the purpose of ensuring the confidentiality during the time until the public disclosure of special cases, persons who have access to insider information are informed about the requirements stemming from the relevant legislation. As for those who may have access to insider information through the service supplied from them, their contracts include a clause of confidentiality. On the other hand, Anadolu Sigorta carefully complies with the legislative requirements imposed by the Law on Insurance No. 5684 and relevant legislation requiring the safekeeping the customers' secrets and not disclosing them to parties other than those who are explicitly authorized by the law. This requirement binds not only the Anadolu Sigorta employees but also the employees of the companies through which the company gets support services.

In accordance with the legislation and the provisions of the Company Charter, announcements and notifications for changes to the Company Charter, General Assembly meetings, capital raise, reporting of year-end financial statements are given on the TTRJ and national newspapers. Documents and information about the General Assembly are delivered to shareholders through Electronic General Assembly System in line with the provisions of the Turkish Commercial Code.

Each year before the General Assembly meeting, annual activity report, in line with the relevant legislation, is presented for the examination of shareholders with a view too include all necessary information and descriptions and is published on our website (Both in Turkish and in English) and reported to PDP. When requested, this report may be obtained in print from our Investor Relations Department.

Regular meetings and briefings are not part of our policy. Instead, where requested or needed to respond to questions raised by the press members, press releases are made on the printed and visual media.

Press statements to printed and visual media may be made by the Chairman of the Board, the Director General or its Deputy or other officials assigned by them. News about our company published on national or international media are followed by a professional media monitoring agency. Therefore, in case of a necessity of a disclosure for special case, which must be notified pursuant to the relevant legislation, necessary briefing is made on the subject gathering the departmental information from concerned departments.

When making a statement to press on news and talks, which are not classified as a special case disclosure by a legislation, type and content of the statement are defined according to certain factors such as the news' feature, size of the target audience of the media, whether the news affect the company reputation. If these news and rumors inherit a matter which requires the company to make a public disclosure, a special case disclosure is then made in line with the provisions of relevant legislation.

International and national investor meetings and road-shows are used to convey information to shareholders and to other concerned parties. These meetings and visits which were organized and managed by Investor Relations Department are sometimes attended by Director General, Directors in charge of financial management and reporting and the personnel of the Investor Relations Department. Where needed, the size of these contact teams may be enlarged. To ensure that all market participants are simultaneously and equally informed, the reports and presentations disclosed during the introductory and information meetings held with investors are published on the company website under the Investor Relations Section.

Investor Relations Department delivers via e-mail necessary information, mainly financial statements, to shareholders, national and international investors and to those companies which releases research reports on our company.

Investor Relations Section of the official website of our company (www.anadolusigorta.com.tr) includes detailed information and data on our company. This section is managed and kept up-to-date by the Investor Relations Department. All questions sent by all stakeholders via e-mail, regular mail, phone, etc. are answered at the shortest delay under the coordination of the Investor Relations Department.

Other Notifications

Notifications other than above are disclosed to public with signature of the officials whose power of signature was indicated in the company's certificate of signature.

Forecasts

In case of disclosure of forecasts for the company, which may affect the investor decisions, the Board of Directors, Director General or other officials assigned by the latter make necessary disclosures via Public Disclosure Platform, activity reports or other means defined by the legislation. In case of a significant difference between the issues disclosed earlier and realizations, a statement may be released according to relevant legislation.

Defining the Persons with Administrative Responsibility

Persons with administrative responsibility are the members of the Board of Directors and those, who are not a member of the Board, yet, have regular access to internal information of our company, directly or indirectly, and who are entitled to take administrative decisions which may affect the future development and commercial ends of our company.

Therefore, in defining the persons with administrative responsibility, the duties of the persons in the Company organization and the nature of the information which may be accessed by these persons are taken into account.

In addition to Members of the Board, Director General and Deputy Director Generals, managers of certain departments, who have access to all information regarding the Company and who are entitled to take administrative decisions on matters such as active-passive structure, profit-loss, cash-flow, strategic targets, (decisions, which may affect these matters at macro level) have also been determined as persons with administrative responsibility.

Official Website of Anadolu Sigorta www.anadolusigorta.com.tr

Our company's official website is actively used for informing the public and disclosure. The website includes all information and data envisaged by the Corporate Governance Principles and Regulatory Authorities in Turkish and English. This website is always kept updated with due care.

E-Company platform may also be used in communication with shareholders, a platform which was established within Central Registry Institution in accordance with pursuant to the provisions of Turkish Commercial Code on websites, which can be accessed through "Bilgi Toplum Hizmetleri" link. Documents indicated in the relevant legislation can be accessed through this platform.

Anadolu Anonim Türk Sigorta Şirketi Dividend Distribution Policy

Dividend distribution principles applicable to the company’s shareholders and other persons participating in the profit are governed by the relevant arrangements contained in the Turkish Commercial Code, the Capital Market legislation and the company’s Articles of Incorporation.
The dividend distribution proposals submitted by the company’s Board of Directors for approval by the General Assembly are prepared so as to maintain the delicate balance between the shareholders’ expectations and the company’s need to grow, taking into account the company’s forecasts about operations, capital adequacy targets, and the conditions prevailing in the capital markets, as well as the company’s profitability.
The dividend distribution policy espoused by the Board of Directors is based on the principle of proposing at the General Assembly to distribute at least 30% of the net distributable profit for the period calculated according to the legal accounts, in bonus shares and/or in cash.
In cases where the net distributable profit for the period calculated according to legal accounts remains below 5% of the company’s paid-in capital, the Board of Directors may propose to the General Assembly not to distribute dividends.
Care is paid to make the dividend payouts within the period of time set by the General Assembly, which must not be later than the end of the year in which the General Assembly meeting was convened, provided that such date is within the timeframes stipulated in the Capital Market legislation.
Pursuant to the company’s articles of incorporation, our employees are paid dividends up to three times of their salaries from no more than 3% of the amount remaining after setting aside the first dividends.
The company may distribute advances on dividends provided that the principles and procedures set forth in the Capital Market legislation are adhered to.
There are no preferential shares in the company.
No founder’s bonus certificates are given, nor are dividends paid to the Board Directors

Anadolu Anonim Türk Sigorta Şirketi Human Resources Policy

The basic principles of the Company's human resources policy are stated below.

Job descriptions and distributions, along with the performance criteria are set by the Company management and announced to the employees.

Hiring activities are based on the principle of giving equal opportunities to people of equal qualities. Criteria for hiring are put into writing on the basis of titles and are followed in practice.

In decisions on training, transfer and promotion, objective data are used and the Company's interests are observed as much as possible.

Training plans are formulated aimed at developing our employees' knowledge and skills.

Company employees are members of the Bank and Insurance Employees Union.

Safe working environment and conditions are provided for our employees; work is undertaken to improve these conditions depending on social and technological necessities.

Decisions made in relation to our employees or developments concerning them are shared with the employees.

Measures are adopted to prevent discrimination on the basis of race, religion, language and sex among the employees, to ensure human rights are respected and to protect the employees against internal physical, mental and emotional abuse.

There is no exercise of appointing representatives to carry the relationship with the employees.

Corporate Governance Committee

Objective

Overseeing the Company’s compliance with corporate governance principles, undertaking improvement work thereon and submitting proposals to the Board of Directors.

Members

Head of Committee: Dr. Nesip İlker Altıntaş

Member: Zeliha Göker

Member: Barış Hüseyin Şafak

Formation

The Corporate Governance Committee was set up upon approval by the Board of Directors decision 5508 dated 10 March 2005. The Committee is formed, subject to corporate governance principles, by the Board of Directors and primarily from amongst Directors. As and when needed, non-Director individuals who are specialized in their respective fields can also be assigned to the committee. The CEO does not take place in this Committee.

The Committee consists of a minimum of two members. The majority of the Committee members consist of non-executive Board Directors. The head of the Committee is elected from amongst independent Board Directors.

The term of office for the Corporate Governance Committee is, in essence, parallel to that of the Board of Directors; the Committee, however, will remain in office until the completion of the predetermined compliance process, when the Board of Directors is succeeded.

To the extent possible, the Committee meets consistently with the Board of Directors meetings. Committee decisions are adopted on the basis of the majority of votes cast.

Activities

In essence, the Corporate Governance Committee;

• Establishes whether the corporate governance principles are implemented in the Company, as well as the grounds for non-implementation, if applicable; conflicts of interest, if any, arising from failure to fully comply with these principles, and presents proposals to the Board of Directors for the improvement of the practices;
• Coordinates the tasks of the Investor Relations Unit;
• Works to create a transparent system regarding identification, assessment, training and rewarding of nominees eligible for the Board of Directors, and establishes related policies and strategies;
• Formulates recommendations regarding the number of Board Directors and executives (CEO, Deputy Chief Executives, Managers, Assistant Managers, personnel directly reporting to Chairman of the Board of Directors or the CEO, as well as other people such as advisors);
• Sets and oversees the approaches, principles and practices regarding performance evaluation, career planning and rewarding of Board Directors and executives.
• Carries out the activities set out in the Remuneration Policy.

Audit Committee
Objective

Overseeing the operation and efficiency of the Company’s accounting system, public disclosure of financial information, independent auditing of the Company, and internal control system.

Members

Head of the Committee: Prof.Dr. Ferda Yerdelen Tatoğlu

Member: Prof.Dr. Seda Ertaç Güler

Formation

• The Committee was set up upon approval by the Board of Directors decision 5317 dated 26 June 2003. The Audit Committee is formed, subject to corporate governance principles, by the Board of Directors from amongst its Directors.
• The Committee consists of a minimum of two members. The majority of the Committee members consist of non-executive Board Directors. The head of the Committee is elected from amongst independent Board Directors. Two employees holding titles are assigned by the Board of Directors for ensuring coordination between the Audit Committee and the Company.
• The term of office for the Audit Committee is, in essence, parallel to that of the Board of Directors; the Committee holds at least quarterly meetings. Committee decisions are adopted on the basis of the majority of votes cast.

Activities

Following the Committee meetings, the head of the Committee provides written reports on the activities of the Committee to the Board of Directors, and either informs the members of the Board Directors, or provides them to be informed, on the Committee’s meeting minutes.

In essence, the Audit Committee;

• Audits the conformity of periodical financial statements and notes to be publicly disclosed to applicable legislation and international accounting standards, and reports the same to the Board of Directors, by incorporating the opinion of the independent audit firm;
• Takes necessary action to ensure sufficient and transparent conduct of any and all internal and independent audits;
• Oversees the operation and efficiency of the Company’s accounting system, public disclosure of financial information, independent auditing of the Company, and internal control system. The Committee also supervises the selection of the independent audit firm, preparation of audit contracts and initiation of independent audit process, and every phase of the work carried out by the independent audit firm;
• Gives approval to the selection of, from the independent audit firm and the services to be supplied from them which the Company will obtain service, and submits the same to the Board of Directors. The Committee prepares a report as to whether there exists any matter that might impair the independence of the independent audit firm prior to its submission to the Board of Directors.
• Examines the complaints received by the partnership regarding the Company’s accounting, internal control system and independent audit, and ensures examination of related notifications by the Company employees subject to confidentiality principles;
• Oversees compliance with internal regulations and policies aimed at preventing conflicts of interest that might arise between the Directors, executives and other employees, and at preventing abuse of trade secret information.

Committee of Early Detection of Risk

Objective

Managing the risks that might threaten the existence, progress and survival of the Company.

Members

Head of the Committee: Prof.Dr.  Seda Ertaç Güler

Member: Prof.Dr.  Ferda Yerdelen Tatoğlu

Member: Muzaffer Okay

Formation

The Committee of Early Detection of Risk was set up as a result of the discussion of the proposal by the CEO’s office dated 24 February 2012, numbered 3550, pursuant to Article 4.5.1 of the Communiqué Serial: IV No: 56 on the Determination and Implementation of Corporate Governance Principles enforced upon its publication in the Official Gazette issue 28158 dated 30 December 2011.

The term of office for the Committee of Early Detection of Risk is, in essence, parallel to that of the Board of Directors.

Activities

The Committee:

• works to early detect the risks that might endanger the existence, progress and survival of the Company, to ensure implementation of necessary measures and remedies in relation to the identified risks, and to manage the risk;
• presents an assessment of the situation in its bimonthly report to the Board of Directors, pointing at the perils, if any, and indicating the remedies. The report is also sent to the statutory auditor;
• reviews the risk management systems at least on an annual basis.

Investor Relations Unit

An 'Investor Relations Unit' has been set up in the Company in 2005. Barış Hüseyin Şafak serves in this unit.

The head of the unit is Barış Hüseyin Şafak.

Contact information for our employee working in this unit is as follows.

Mr. Barış Hüseyin Şafak executes his position as the head of the unit, directly affiliated to the Head of Corporate Governance Committee.

This unit is active in the exercise of shareholding rights and establishes the communication between the Board of Directors and the Shareholders.

In its activities, the unit reports to the Board of Directors.

In essence, the Investor Relations Unit works to;

• Ensure maintenance of the records about Shareholders in a healthy, secure and up-to-date manner,
• Respond to the Shareholders' and potential investors' written information requests about the Company, apart from those that are not publicly disclosed, are of a confidential and/or commercial secret nature,
• Ensure that the General Assembly meetings are convened in accordance with the applicable legislation, the articles of association and other internal regulations,
• Prepare the documents the Shareholders could make use of in the General Assembly,
• Ensure that the results of the voting are recorded and the reports thereon are sent to the Shareholders,
• Observe and comply with all considerations related to public disclosure, including the legislation and the Company's disclosure policy,
• Ensure representation of our Company in investor relations meetings organized in Turkey or abroad by international establishments through participation in such events,
• Prepare, and update as necessary, the presentation materials to be used in the meetings.

I. Introduction

Due to the increasing sensitivity of international public opinion regarding anti-money laundering and combating finance of terror, many countries are making regulations thereon and reinforcing their current applications. There has been various arrangements made in Turkey, too and the same sensitivity is also shared by the Turkish public.

Being the most long-established insurance company of Turkey; Anadolu Anonim Turk Sigorta Sirketi (Company), which adopted the Institutional Management Principles and has shares trading on the stock exchange; deems anti-money laundering and combating finance of terror as a social responsibility and far beyond conformance with legal arrangements, gives great importance to this combat.

The Company's policy on anti-money laundering and combating finance of terror is based on international contracts and undertakings, in which Turkey is a party, on the rules of the Act of Anti-Money Laundering nr.5549, which came into effect as of October 18th, 2006, the date it was published on the Official Gazette, and on its absolute faith and determination in preserving the respect and trust of its brand.

II. Abbreviations and Definitions

Terms are as follows;

The Company : Anadolu Anonim Turk Sigorta Sirketi

FATF : Financial Action Task Force

Money Laundering : Transactions made in order to present illegal earnings as legal earnings, by putting them into the financial system and transforming them into non-cash items and making them legitimate by a process in the financial system and changing their identity.

The Principle o : "Know Your Customer" Within the framework of FATF Forty Recommendations; the principle, which is displayed under the precautions to be taken by financial or non-financial institutions and business people or professionals in order to avoid money laundering and finance of terror, is designed for paying attention to acquire complete and true information about customers and for adopting the practices of taking all necessary steps.

III. Objective

In its approach to the subject, the Company trusts in the importance of being effective in internal arrangements and as a policy aims to;

• Preserve the elements of respect and trust of the brand, Anadolu Anonim Turk Sigorta Sirketi,
• Provide that the methods of arrangement, practice, watching, reporting and controlling comply with law and regulations,
• Prevent the Company from being abused for money laundering and financing of terror, by methods of internal practice, watching and reporting,
• Provide that the employees are informed about legal obligations and related principles,
• Preserve the customer quality by abiding the principles and procedures of "Know Your Customer",
• Provide the necessary compliance and cooperation with the international agreements.

IV. Scope

The scope of this policy includes the Head Office of the Company, regional branches, agents, brokers and if the regulations of the related country is available, the foreign branches.

V. Knowing the Customer

As the most effective way of anti-money laundering, the Company adopts policies, principles and applications that are in compliance with legal regulations within the scope of the principle of "Know Your Customer". The aim is to provide clarity in customer transactions and information, and to build and maintain a relationship that is based on mutual trust.

V.a. General Principles on Customer Acceptance

Customer is accepted after making the necessary transactions for determining the customer's

• Identity and address,
• Profession, main income earning activity,
• Information and documents about insurance holder or insured assets
• Consistency of documents and information

Furthermore, necessary care and attention is given to the following issues:

• In-house policy, regulations, arrangements related to insurance, obtaining information on customers, reporting, watching and auditing activities are regularly reviewed.
• If there is any serious doubt about the legitimacy of an individual's or a corporate's assets and funds, they are not accepted as customers.
• Since the customer relationship should be based on mutual exchange of information, trust and clarity, the individuals and corporates, who avoid filling out the customer information forms, who are reluctant to give information or give misleading and non-confirmable information, are not accepted as customers.
• For operations with legal representatives, proxies must be notarized; and especially if the customer is not well known, the Bank asks for the confirmation of the related notary public.

V.b. Procedure for Identity Determination and Storing of Records

• Identity determination is made in accordance with the documents and obligations stated in law.
• The customer's name or title, legal assets and its structure, address and the information about its directors are verified with the documents taken from the customer and if possible, verified with the information and documents provided from public records.
• For those claiming to act on behalf of the customer, their authorization is verified and their identities are determined.
• As a principal, the information about customers is recorded to our electronic data processing system and is centrally accessible.

VI. Individuals and Corporates That Will Not Be Accepted As Customers

VI.a. Individuals and Corporates Whose Real Identities and Addresses Cannot Be Determined

Individuals and corporates, who want to take out a policy with a different name other than their real identity, which avoid or are unwilling to fill out the customer identification forms, or give misleading, non-confirmable information are not accepted as customers. The Company abstains from giving insurance services to them.

VI.b. Individuals and Corporates Whose Names are Stated in the Lists Published by Public Institutions, On Anti-Money Laundering and Combating Finance of Terror

Individuals and corporates whose names are stated in the lists prepared in scope of combating the income from crimes (such as OFAC List) published by public institutions are not accepted as customers. The Company do not intermediate the insurance transactions of the individuals and corporates whose negativities have been detected on this matter after the initiation of the customer relationship.

VII. Real Persons and Corporates with Whom Extra Care Should be Taken in Order to be Accepted as Customers

VII.a. Reinsurers

In selecting the counter financial institutions with which a reinsurance relationship will be established, the Company carefully attends whether they have the qualifications to take the necessary care related the policies, practices and controls for anti-money laundering and finance of terror.

VII.b. Transactions of Customers Residing in or Related to Risky Geographical Places

Foreign and domestic risky regions and territories, falling into the below mentioned categories, are defined and the customers residing in or related to these places are monitored more strictly and closely.

Special attention is given to conduct these principles, especially during the process of opening an account to the financial institutions residing in risky geographical places or in countries that are listed by FATF as Non-Cooperative Countries.

Non-Cooperative Countries

Special attention is given when serving, mediating transactions for and establishing business relationships with the citizens, companies and financial institutions of the countries, which do not adopt or weakly adopt FATF's recommendations, thus take place in FATF's list of Non-Cooperative Countries and Territories (NCCTs).

If these transactions do not have any apparent legal or economic purpose, the origin and purpose of the transactions are investigated and the results are recorded for the use of competent authorities.

Offshore Regions, Free Zones and Finance Centers

Special care and attention is given to the transactions of customers residing offshore, in free zones and international finance centers where there is strict banking rules for confidentiality, thus which are, by providing confidentiality, tax advantage and exemption from court, centers of attraction for concealing funds gained from organized crime or used in financing terror.

VII.c. Sectors and Business Lines Sensitive in Terms of Money Laundering

Utmost care is taken in providing insurance services to sectors and business lines where cash transactions are widespread. It is ensured that customer identity and other informative documents as well as sectoral data are recorded carefully and completely.

VIII. Risky Insurance Operations

VIII.a. Insurance Operations Concerning Primary Crimes

In case of effecting policies for risks or losses about those cautionary risks concerning shipping of exported or imported goods, export credits, fire, theft and other risks for goods in depots and warehouses and other risks on loss of profit, infidelity and shipping of property including cash money; the Company pays the necessary attention in terms of primary crimes as stated by the Law like smuggling of historical artifacts, preparing false invoices, counterfeiting specific and formal documents or professional fraudulency.

VIII.b. All Sorts of Loss Operations

The examination of loss records, transactions over actual documents and the confirmation of the documents with all possible measurements are in principal. The Company pays careful attention to favoring experts concordant with the type of loss and to the preparation of records of agreed value estimations made by experts on the spot.

VIII.c. Cash Transactions

Taking special care for cash transactions of high amounts and high frequency in premium payments is a must for employees as well as agents and they are informed in this respect.

VIII.d. Electronic Fund Transfers

Complete address and name of the remitters and beneficiaries and/or account number of beneficiaries should take place in transfer messages in domestic and international electronic fund transfers made by The Company.

VIII.e. Transactions of Non-Profit Aid Organizations

Extra care is taken for the transactions of non-profit aid organizations, by taking into consideration the possibility of them being exploited especially by terrorist organizations and those gaining income from crime.

IX. Determining and Reporting Suspicious Transactions

Company employees take extra care for transactions;

1. With no legal and economic purpose or cannot be explained
2. Not related or proportional to the customer's income and job
3. Where customers avoid or are reluctant to give legally required documents and information
4. That has sense of avoiding from reporting and record keeping procedures
5. For which misleading or non-confirmable information is given
6. At high amounts and that is unusual and made through banks located in risky geographical areas and countries
7. Concerning the proposal of the customer to purchase a policy for an irrelevant third party or the demands for transfer of amends to the said party or for beneficiary change for an explicitly irrelevant party.

In case of being confronted with these kinds of transactions, information and documents related with those transactions are provided in a way to help internal auditors, investigators and legal affairs units and are reported to the Internal Auditing Department.

XI. Watching, Internal Auditing and Reporting Activities

Internal auditing, reporting and communication systems for providing the compliance to anti-money laundering obligations, determining beforehand and preventing from suspicious transactions and revealing the suspicious transactions are composed in control and coordination with the Internal Auditing Department which operates under the Board of Directors.

In addition, the Company builds up risk-sensitive based systems providing the classification of customers and the categorization of operations and accounts in order to identify suspected operations. Special account is taken in application of such systems.

XII. Intra-Corporate Training

In anti-money laundering and combating the financing of terror, in order for legal and managerial obligations to be fully known by Company's employees, special importance is given to the knowledge of primarily managers and all employees to be enough by benefiting from the arrangements and disclosures made by official and professional institutions that operate in domestic and international fields of combating the money laundering and terror financing, along with advises, standard and scientific works.

XIII. Answering the Inquiries of Reinsurers and Other Institutions

Under the control of Internal Auditing Department, the attendant department meets the demands of reinsurers and other institutions with business relations with the Company, about information related to the Company's implementations on anti-money laundering and combating finance of terror.

XIV. Storing of Records

Special importance is given to storing all information, documents and records that has to be taken from customers as per the "Anti-Money Laundering" legislation operative in Turkey in a way that provides easy access when needed, at least for a minimum period of time indicated in the legal arrangements.

XV. Obligation to Deliver Information and Documents

The reporting activities within the context of continuous notification and the demands of the institutions and officers that are authorized to request information and documents from insurance companies are being fulfilled with maximum care and attention.

XVI. Operative Effect

These policies become operative upon release. The General Management makes the arrangements in the Company's legislation and applications in compliance with these policies