1. Introduction

As one of the fastest growing and leading discount supermarket chains in Turkey, ŞOK Marketler Ticaret A.Ş. (“ŞOK”), it is of great importance to support simultaneously the community while conducting business. For this reason, ŞOK makes charitable donations to universities, educational institutions, foundations, associations with public benefit or similar institutions, within the framework of the principles specified in the Capital Markets Board and the Turkish Commercial Code to contribute to society. This Donation Policy ("Policy") has been prepared in order to create a framework for charitable donations by ŞOK. Within the scope of this Policy, ŞOK aims to ensure that ŞOK Employees comply with all relevant anti-corruption regulations and other applicable regulations. The Disciplinary Board is under the obligation to supervise the effective implementation of this Policy.

2. Definitions

“Policy” means ŞOK Charitable Donation Policy.

“Public Official(s)” means any person who participates in the conduct of public activities by way of appointment, election or otherwise, for a continuous, limited or temporary period of time, including employees of publicly owned companies, regardless of their nationality and country where they participate in the conduct of public activities. Under this Policy, representatives of (i) professional organizations with the character of a public institution; (ii) companies incorporated through the participation of governmental institutions or organizations or through professional organizations with the character of a public institution; (iii) foundations that operate under the supervision of the governmental institutions or organizations or public professional organizations; (iv) associations that work for the benefit of the public; (v) cooperatives; and (vi) public companies, are also considered as Public Officials, regardless of their identity.

“ŞOK” means ŞOK Marketler Ticaret A.Ş. “ŞOK Employees” means any director, officer, employee, agent, and representative of ŞOK.

“Turkish Criminal Code” means the Turkish Criminal Code No. 5237.

3. Who is subjected to this Policy?

This Policy applies to all ŞOK Employees regardless of their position.

Special Attention to Anti-Corruption Regulations: Zero Tolerance towards Using Donations as Bribery ŞOK is subject to the legal legislations of the Republic of Turkey. These legislations include laws and regulations relating to corruption and bribery. Due to ŞOK’s current business activities, ŞOK and ŞOK Employees are always subject to the Turkish Criminal Code No. 5237 ("Turkish Criminal Code").

It is therefore vital that ŞOK's Employees understand and comply with this Policy. Also, it is a condition of employment at ŞOK.

ŞOK maintains a policy of zero-tolerance towards bribery and corruption and towards using donations as a subterfuge for bribery. Any claims of violations of the applicable anti-corruption laws will be investigated and appropriate disciplinary measures will be taken, if necessary.

4. Priority between the Policy and Legislation

ŞOK Employees are expected to act in accordance with the applicable laws. In case of a discrepancy between the provisions of this Policy and the applicable laws, the applicable laws will prevail.

5. General Principles related to Donations

ŞOK may donate in-kind or monetary. Donations may not be used as a subterfuge for bribery. Donations are charitable contributions made to the institutions listed in Article 7. ŞOK does not expect any benefit from these donations. ŞOK may not provide any donations to any Public Officials.

All donations shall be conducted transparent and in accordance with the applicable laws including but not limited to the Turkish Criminal Code, Capital Markets Board of Turkey's Communiqué on Dividends (II-19.1), other regulations of Capital Markets Board of Turkey, and Turkish Commercial Code No. 6102.

Shareholders of ŞOK shall be informed at the general assembly of the amount of donations and their details.

All donations shall be in accordance with ŞOK's vision, missions and policies including this Policy and ŞOK's ethical values and principles. All donations shall be in accordance with ŞOK's annual budget.

Donations that have been made within the relevant financial year shall be added to the distributable profit assessment. According to the ŞOK's Board of Directors’ resolution dated March 9, 2018 and numbered 2018/13, the upper limit of the donations was determined as 0.2% of the amount disclosed in annual financial statements prepared in accordance with the Turkish Financial Reporting Standards. General assembly of ŞOK is authorized to change this limit.

Donations shall aim to benefit society and shall not aim to benefit any specific individuals or be contrary to any social norms. The following rules shall be followed in all donations:

• Donations shall be duly kept in company's books and records in accordance with the applicable laws.
• Donations payments shall be made against receipt.
• Before a donation is made, donation recipients shall be subject to preliminary assessment with a risk-based approach. If a risk is noticed in this assessment, donation may not be carried out without eliminating the risk in question. ŞOK will donate on condition that the donation made by ŞOK will not be used for illegal purposes and will only be used for donations for the purposes explained to ŞOK. • Donations shall be made to institutions resident in Turkey, as listed below in Article 7.
• Charitable donations may be disclosed to the public authorities, if necessary.
• ŞOK does not support institutions that discriminate on age, race, color, sex, religion, disability or sexual orientation.
• Charitable donations shall not be provided via any third parties.

6. Who may Receive a Donation from ŞOK?

Pursuant to Article 3/B/16 of ŞOK's Articles of Association, provided that it is submitted for the information of the shareholders at the General Assembly, ŞOK may make donations and provide aids to universities, educational institutions, foundations, associations with public benefit or similar institutions, within the framework of the principles specified in the Capital Markets Board and the Turkish Commercial Code.

7. Political Contributions

ŞOK, ŞOK Employees and business partners acting on behalf of ŞOK may not use direct or indirect donations made to political parties, party officials, candidates, institutions or individuals engaged in politics, as a subterfuge for bribery.

8. Improper Payments

Any improper payment related to donations shall be reported to the Şok Marketler Ethics Hotline. Şok Marketler Ethics Hotline can be reached via phone number 0 850 *** ** ** or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it.. Those who fail to report improper donations may face disciplinary measures, including termination of employment.

In case of any suspicion of improper payment, the Disciplinary Board shall immediately commence an internal investigation within the scope of the relevant policies of ŞOK. The Disciplinary Board will examine the matter confidentially for any violations of this Policy or any other law and will take appropriate corrective actions. Any person subject to an investigation under this Policy is obliged to cooperate, to answer questions accurately and honestly, and to keep all communications and information confidential.

ŞOK protects its employees who express their concerns honestly. However, deliberately making a false accusation, not telling the truth to the investigators, interfering with an investigation related to this Policy or refusing to cooperate are considered violation of this Policy.

Those who violate this Policy may face disciplinary measures, including termination of employment. If any, ŞOK Employees may address their questions or concerns regarding this Policy directly to the Disciplinary Board or their own managers.

9. Procedure to Handle Donations Offers

Donations requests can be made in writing or verbally. However, the relevant department/ŞOK Employee receiving the donation request must fill the form in Annex-1. The "Donation Request Evaluation Form" attached to Annex-1 is filled by the relevant department or ŞOK Employee who receives the donation request, and after the evaluation of the CEO or CFO, it is finally brought to the ŞOK Board of Directors and submitted for approval.

Donation Request Evaluation Form