I. PURPOSE and SCOPE

With the simplest meaning, Ethics tackles value judgments which have general validity in human relationships and are accepted universally.

Business ethics includes integrity of principles developed to guide behaviors in the business life.

MKS Marmara Entegre Kimya Sanayi A.Ş. Codes of Conduct and Working Principles are valid for all of our employees and third parties.

II. CODES OF CONDUCT & WORKING PRINCIPLES

A. Honesty

We give priority to trueness and honesty in all of our business processes and relationships. We act with trueness and honesty in our relationships with the employees and all of our shareholders.

B. Avoidance of Conflict of Interests

Conflict of interest is the situation when a person shows a potential for obtaining personal or corporate benefits by using the status of a person or institution improperly.

As MKS Marmara, we aim to stay away from the situations which may cause to conflict of interests in our business operations. In case of a potential conflict of interest, we implement these methods when we believe that interests of the related parties can be protected by legal and ethical methods. We consult our manager if we hesitate.

i. Not Making Any Transaction in favor of Himself/Herself, and his/her relatives

It is essential that employees having spousal relations and third-party line of descent (including in-law relatives) are connected with each other within reporting relationships or participate in decision-making mechanisms together in the same organizations within companies of MKS Marmara.

Managers responsible for making decisions in recruitment processes and people in charge of recruitment must take measures to fulfill conflict of interest in case they have a line of a descent with a candidate who applied for a job including marriage and third party relations.

It is required that employees of MKS Marmara, their partners, and relatives including third-party relations will not have a financial interest within any organization which has a competitor, supplier or customer relationship with employees of MKS Marmara by constituting a conflict of interest. It is essential that employees of MKS Marmara do not have any relation with these organizations such as partnership, membership of the board of directors, consultancy and laboring.

In such cases, employees must consult their managers.

It is essential that employees of MKS Marmara do not engage in works to be considered as “tradesman” or “artisan” directly or indirectly and work for another person and/or organization against price or similar interest within or out of working hours under any name. However, only Factory Manager or General Manager give consent to the employees to work for another person (family member, friend, other third parties) and/or organization against price or similar interest within or out of working hours provided that it will not cause a conflict of interest with his/her current job and constitute a negativeness in terms of maintaining these jobs.

Personnel working as arbitrator, mediator, and expert entitled by Judicial or Administrative Authorities are exempted from this limitation.

ii. Accepting and Giving a Present

For interests of employees of MKS Marmara, they must not request a present, gaining, help, accommodation, special discount, commission or discount which may affect their objectivity, decisions, and behaviors or accept such offers made to them.

Presents from people or organizations in which they have a commercial relationship are not accepted except presents which are not considered to have symbolic meaning and less than 100 US Dollars.

Our Employees must not accept presents equal to cash or cash equivalents regardless of amount or borrow from suppliers, consultants, competitors or customers.

Our Employees may organize entertainment and meal activities and participate in similar events in the business world within reasonable limits. Awards, plates and similar presents which have symbolic meanings may be taken as the remembrance of the day in seminars and similar organizations held as a representation of the company.

Our Employees are expected to be careful about situations which may constitute a potential conflict of interest in events held in sponsorship of 3rd parties (entertainment, free training, seminar, accommodation, trip, meal, etc.) in terms of affecting decision-making processes. MKS Marmara is aware that refusal of such offers in some cases may affect customer relations negatively. Therefore, participation offers from 3rd parties or our customers such as free conference, introductory meeting, training, etc., town hall organizations, sportive and similar events may only be held upon the written notification and acceptance of a top manager.

Our Employees may not give present to any organization and people that they have a business relationship other than the presents prepared by the company for promotion. Presents and promotion materials prepared for customers, dealers or other third parties that the company has a business relationship must be approved by the General Manager.

For exceptional circumstances in which local culture values requires to give a present mutually over values determined in the company policy, these presents may be accepted on behalf of the company regarding an assessment of Factory Manager or General Manager. Presents must be exchanged in accordance with the local culture under all circumstances. In this context, it is essential that presents accepted are assessed within the organization rather than personal usage.

Giving, taking or offering bribery and/or commission cannot be accepted under any circumstances.

iii. Political Activities

Employees of MKS Marmara must consider following conditions in political activities carried out individually or voluntarily.

• It is required to stay away from situations causing to conflict of interest in their current jobs and responsibilities due to political activities of the Employees.
• Name of the company, title in the company and sources of the company cannot be used in political activities carried out individually.
• Political propaganda cannot be made within working hours and workplace environment, it cannot be requested from the employees to be a member in a political party and time of other employees cannot be taken for these activities.

iv. Business between People Quitting the Job and MKS Marmara

For employees leaving MKS Marmara to do business with the companies of MKS Marmara through the dealership, contracting, consultancy, brokerage, franchise or similar ways, they must not;

• have a discipline record in their previous company,
• have a conflict of interest in a previous group company due to jobs undertaken.

Provided that these conditions are met, a report to be prepared by the manager of the related department must be approved by the ethical committee so that people leaving the company may conduct business with MKS Marmara.

C. Protection of Trade Secrets and Confidentiality

Information is one of the most important assets of MKS Marmara on the road to realizing its vision. In line with this, effective use and accurate sharing of information and ensuring confidentiality, integrity, and accessibility of information in this process are mutual responsibility of all our companies and employees.

Confidential information includes intellectual property rights and any innovation of MKS Marmara including but not limited to; database written, found, developed or implemented by the personnel, printed communication materials, business processes, advertisement, product packages and labels and business plans (marketing, product, techniques), business strategies, strategical partnerships and information of partners, financial information, personal information of the employees, customer lists, price, product designs, know-how, specifications, identity information of potential and real customers, information of suppliers and any similar information in written, graphical or machine-readable form.

Codes of Practice

The codes for the employees of MKS Marmara to be considered as sensitive and followed are as follows.

• Confidential information may not be disclosed to third parties unless it is obligatory to disclose in accordance with adjudications and related regulation.
• Confidential information must not be amended, copied and destroyed. Necessary measures are taken in order to hold and keep information in security and prevent them from being disclosed. Amendments to the information are recorded with history.
• Confidential documents and information must not be taken out of the organization. If it is necessary to take them out of the organization, approval of the person in charge of the information and IT must be received.
• Passwords used for access to information systems of the company, user codes, authorizations and similar descriptive information must be kept confidential and must not be disclosed to anyone other than authorized users.
• Confidential information of the company must not be discussed in public places such as dining hall.
• In the event that information must be shared with third parties and/or organizations for the interests of the company, a confidentiality/non-disclosure agreement is signed or written confidentiality commitment is received for information share in order to guarantee that responsibilities of these people and organizations regarding security and protection of the shared information. It is essential to take the support of legal departments in such procedures.
• Any baseless declaration and/or gossip regarding the people or organizations is forbidden.
• Personal information of the employees such as salary, side benefits, etc. which reflect the company policy and belong to the person are confidential and must not be disclosed to anyone other than authorized people. Information of the personnel are sent as custom. Employees may not disclose this information to others or force other employees to disclose the information.
• Even if it is not specified in written, confidentiality of any information and document as specified in the definition must be protected and this responsibility of our employees survives during the working period of them in MKS Marmara and after they leave.

D. Our Responsibilities

As MKS Marmara, we act with the awareness of responsibility in our business activities. In addition to our legal responsibilities, we pay attention to fulfilling our responsibilities listed below against our customers, employees, shareholders, suppliers and business partners, competitors, society, humankind and the name of MKS Marmara Entegre Kimya A.Ş.

i. Legal Responsibilities

We conduct all of our national and international current activities and processes in accordance with the laws of the Republic of Turkey and international law and submit true, complete and understandable information to legal regulating organizations and institutions on time.

While conducting all of our business activities, we participate in any public organization and institution, administrative foundation, non-governmental organization and political party in the equal distance without expectation of interest and fulfill our obligations with this awareness of responsibility.

ii. Responsibilities Against Customers

We work with a proactive perspective which is customer satisfaction oriented and responds to the needs and requests of our customers accurately within the shortest time. We provide our services on time and in conditions we promise and approach to our customers with respect, honor, fairness, equality, and ceremony. We protect confidential information of our customers with the utmost care.

iii. Responsibilities Against Shareholders

As MKS Marmara, we make our decisions based on economic criteria by prioritizing sustainability and setting value-adding to our shareholders as a target and give importance in managing sources in the most efficient manner with the understanding of financial discipline and accountability.

We provide on-time, accurate and understandable information on financial statements, strategies, investments, and risk profile of the company in announcements to the public and our shareholders. All meetings with investors, financial analysts, press members, etc. are organized in accordance the related internal regulations of the company, we do not make any verbal or written explanation on behalf of MKS Marmara unless otherwise assigned.

iv. Responsibilities Against Employees

We ensure personal rights of our employees are used accurately and completely. We approach our employees honestly and fairly and guarantee a non-discriminative, safe and healthy working environment. We make a necessary endeavor for personal development of our employees, support them to be a volunteer in social and common events in which they will participate with the awareness of social responsibility and regard the balance between business and private life. We respect union activities of our employees within the framework of constitutional rights.

Creating and sustaining a fair and safe working environment:

• Activities of the company are in compliance with all related effective laws and regulations on business life. Employees of the company fulfill all legal requirements within the scope of their own activities and act in accordance with the legal regulations.
• Human resources of MKS Marmara ensures policies and implementation and all other activities such as recruitment, promotion-transfer-rotation, performance management, pricing, awarding, social rights, training, etc. are fair.
• Discrimination between the employees due to language, race, color, gender, political opinion, belief, religion, communion, age, physical disability and similar reasons may not be accepted.
• It is ensured that people with different beliefs, thoughts and opinions work congruously by creating cooperation-supportive, positive and harmonized working atmosphere and preventing clash environment. Religious propaganda may not be made within the workplace environment.
• It is ensured that physical working status and conditions of the workplace is healthy and safe for all employees.
• The debt-credit relationship between the manager and employees is forbidden.

Respect and privacy at work:

• Employees of MKS Marmara act in accordance with openness, respect, honesty, sense of responsibility and ceremony while sharing their thoughts and opinions in their relationships with each other.
• Private and family life and personal area of all employees are respected.
• Any verbal, written and electronic communication among the people may not be recorded, published and/or shared with others without the prior consent of them. Even if this communication is recorded in accordance with the law, it is forbidden to distribute these records and use them other than their intended purposes.
• Personal information of the employees which arise from the nature of the business relationship at work and may be necessary afterward may not be used other than intended purpose and shared with 3rd parties without the consent of the related people.

Harassment and mobbing:

• Any immunity violation to our employees or shareholders we have a business relationship through our employees in the workplace due to business or in any place through physical, sexual and/or emotional harassment is not tolerated. Possible negative attitude and behaviors for the people who notify such violations or provide assistance during the investigation are assessed as the violation of our codes of conduct.
• Systematic and planned behaviors which aim to alienate the targeted person from the job, decrease his/her performance and force him/her to resign as it may be assessed within the scope of mobbing (psychological harassment).

v. Responsibilities Against Suppliers / Business Partners

As expected from a good customer, we act fairly and respectfully and show necessary attention in order to fulfill our obligations on time. We protect confidential information of people and institutions we conduct business with and our business partners with the utmost care.

vi. Responsibilities Against Competitors

We only compete in legal and ethical areas and avoid unfair competition. As MKS Marmara, we support the activities for ensuring the competitive structure targeted within the society.

vii. Responsibilities Against Society and Humankind

Protection of democracy, human rights and environment, social responsibility works and elimination of crimes and corruptions are highly important for us. With the awareness of being a good citizen, we act sensitively by being a leader in social issues and try to take part in non-governmental organizations and services in favor of the society. We approach sensitively to traditions and cultures of Turkey and the countries in which we conduct international projects.

We act in accordance with the Labor Law and International Labor Organization (ILO) also participated by Turkey and regard that our suppliers work in a harmonized manner within the scope of said regulation.

We undertake that our employee who is considered in the status of child labor and determined that he/she was hired unintentionally, erroneously or by mistake will receive a high-quality education until they complete the stage of childhoods.

viii. Responsibilities against the name of MKS Marmara

Our business partners, customers, and other shareholders trust us due to our professional competency and honesty. We try to keep our reputation at the ultimate level.

We provide our services in accordance with the company policies, professional standards, undertakings, and codes of conduct and show necessary self-sacrifice in order to fulfill our obligations.

We care for providing services in fields where we believe we are and will be competent professionally and aim to work with customers, business partners and employees who follow honesty and justification.

We do not work with those who damage to the morality of the society, environment and public health.

We express the opinions of our company in the fields where public and those listening think we talk on behalf of our company, not ours.

We avoid of expressions causing to the thought of third parties that posts are shared on social sharing websites, blogs, dictionaries, forums and e-mail groups on behalf of MKS Marmara.

We seek the advice of the related personnel by following technical and administrative consultancy procedures when we face complicated situations with may put MKS Marmara companies at risk or are beyond our knowledge and competence.

Information assets provided by the company must be used for business purposes. Such information assets include hardware (desktop/laptop computer, terminal, portable data storage medium, printer/fax/photocopy devices, etc.), software (all software installed in clients and servers), service (e-mail, internet access, network resources) and data components. Where necessary, MKS Marmara reserves the right to back up, report, examine and bring usage restriction for corporate information assets kept by the employees in such platforms.

We consider the interests of our organization in the usage of resources on behalf of the MKS Marmara companies and show sensitivity to the protection of company assets. We avoid losing, damaging, misusing and wasting the assets of MKS Marmara. We do not use the assets and facilities of the company other than business under, on behalf of and in favor of any name without considering the interests of the company. In the event of public benefit or obligation, approval of the top manager of the related business department (General Manager/Factory Manager) is received.

III. IMPLEMENTATION

A. Ways and Methods to be followed in Decisions in terms of Ethics

It is required to consider following questions as a guide while deciding an action plan:

• Does this activity/behavior conform to the laws and internal policies and procedures?
• Is this activity/behavior balanced and fair? Would we be annoyed if a Competitor Company (others) did so?
• Would our company and shareholders be annoyed if all details of such activity were announced to the public?
• To what extent does “perceived reality” correspond to “objective reality”? How this situation would impact on the media and what would a reasonable person think?

B. Duties and Responsibilities

i. Duties and Responsibilities of the Employees

Codes of conduct and working principles determine the essential rules on how to behave and perform our jobs. Following these rules is the primary responsibility of all employees. In line with this, all employees of MKS Marmara are responsible for:

• Acting in compliance with the laws and regulations under all circumstances,
• Learning and applying the policies and procedures specific to general and duty areas of the company,
• Acting in a complete compliance with the rules and instructions set within the scope of the Occupational Health and Safety and taking necessary measures while doing business,
• Participating trainings related to codes of conduct and working principles of MKS Marmara, reading and understanding related documents and acting in accordance with such documents,
• Declaring the notification for compliance with the Codes of Conduct and Working Principles annually (for only waged personnel),
• Communicating possible violations realized in written or verbal form immediately through QDMS or Recommendation Box by or without stating name, avoiding of any notification as slander sensitively,
• Cooperating with the board established by the General Manager or Factory Manager in ethical investigations and keeping the information on the investigation confidential.

ii. Duties and Responsibilities of the Managers

Managers of MKS Marmara have additional responsibilities beyond those defined for all employees within the framework of the Codes of Conduct and Working Principles. According to this, the managers are responsible for;

• Ensuring a company culture and working environment which support codes of conduct are created and sustained,
• Serving as a model for implementation of codes of conduct with their behaviors and training their employees on codes of conduct,
• Supporting their employees in addressing their questions, complaints, and notifications about the codes of conduct,
• Guiding on what to do when the employees consult them, considering all notifications addressed and notifying those to the board established by the General Manager or Factory Manager where necessary,
• Ensuring the business processes of their responsibility are configured to minimize the risks of ethical issues and adopting necessary methods and approaches in order to provide compliance with the codes of conduct.

C. Settlement of Unconformities

i. Organization of Board of Ethics

Unconformities in ethical issues are settled within the Board of Ethics of MKS Marmara. Board of Ethics consists of Factory Manager, Operations Manager, R&D - Quality Control Manager, Chief of Staff and Quality Management Systems Manager in the Factory. General Manager, Deputy General Manager, Accounting&Financing Manager, Foreign Trade Manager and Domestic Trade Manager in the Headquarters. Chief of Staff/Managing Director or Accounting & Finance Manager executes the spokesmanship of the Board of Ethics. Chairman of the Board is the General Manager or Factory Manager according to the location.

ii. Working Principles of the Board of Ethics

Board of Ethics executes its works within the framework of following principles, thus the Board:

• Keeps notifications and complaints and identities of those making such notifications and complaints. Adopts a policy which prevents attitudes and behaviors as potential retaliation for the employees or people making an ethical notification.
• Executes the investigation within the confidentiality rules.
• Has the authority to request the information, documents, and evidence for the investigation from the related department directly. May review any information and document obtained for only the subject of investigation.
• The process of investigation is subject to a written report as of the beginning. Information, evidence, and documents are added to the report.
• The report is signed by the Chairman and Members.
• The investigation is handled immediately and results are obtained as quickly as possible.
• Decisions made by the Board are put into implementation immediately.
• Related departments and authorities are informed about the result.
• The chairman and members of the Board act independently from and without being affected by the managers of their department and hierarchy in the organization while fulfilling their duties for this issue. They may not be pressurized and forced on this issue.
• The Board may apply to the opinion of an expert if deemed necessary and consult the specialists by taking the measures which do not violate the confidentiality principles during the investigation.

Codes of Conduct and Working Principles of MKS Marmara have been published upon the approval of the General Manager and reviewed once a year in line with the needs, changing conditions and current activities.

You may use following contact details for any question and notification or contact with the members of the Board of Ethics directly.

E-mail: etik@mksmarmara.com

Telephone: Headquarters: 90 212 258 43 68 / Factory: 90 224 519 03 00

Mail: To “Chairmanship of Board of Ethics” at Istanbul headquarters address on the website of our company