MBIS Business Partner Code of Conduct

1. PURPOSE AND SCOPE

MBIS undertakes to carry out all its activities in accordance with the laws, ethical principles,  rules of good faith and honesty, and expects from all third party companies and natural persons with whom it has commercial relations, including its suppliers, contractors, consultants and representatives (“Business Partner”) to carry out all their activities for and on behalf of MBIS in accordance with the law, MBIS ethical principles and commercial practices. MBIS Business Partner Code of Conduct (the “Code”) sets out the framework of reasonable behaviour that MBIS expects from the Business Partner.

2. DEFINITIONS

MBIS:M.B.İ.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş;  
Conflict of Interest:In its broadest sense, it is the situation where the financial or other interests of a person affect or are likely to affect his/her business decisions or activities in relation to the performance of his/her duty;  
Business Partner:All natural and legal persons, including suppliers, contractors, subcontractors, consultants, agents, proxies, brokers, representatives, who perform any commercial activity for and on behalf of MBIS and provide services or products to MBIS;  
Code:MBIS Business Partner Code of Conduct;  
Gifts:All kinds of goods with material value other than cash, which do not require a monetary payment and are mostly given or expressed as a thank you or commercial courtesy by people or customers with whom MBIS has business relations;  
Bribery:Cash or non-cash benefit that is illegally provided to a person or third parties who have access/influence to this person in order to influence the decisions and practices related to their duty, to enable them to perform or not to perform a job, to accelerate a process or to slow it down, and to perform similar actions contrary to the requirements of their job;  
Representation and Accommodation:The social events, trainings, conferences, symposiums, seminars and similar activities of MBIS, and the accommodations and dinner invitations provided within this scope; and  
Corruption:A person’s abuse of jurisdiction to gain unfair advantage for themselves or for other persons.

3. KEY PRINCIPLES

All activities carried out for and on behalf of MBIS must be compliant with this Code and all applicable laws, regulations, legislation and MBIS policies. MBIS expects its Business Partner to read and comprehend, to act in accordance with and to establish mechanisms that will ensure compliance with the Code during their activities. Business Partner is also expected to undertake that it’s employees, suppliers or business partners comply with the Code, and to present this commitment in writing to MBIS.

Failure to accept or comply with the Code leads to the disqualification as an accepted Business Partner and eliminates Business Partner from consideration of new business with MBIS.

Business Partner can always have access to the updated version of the Code on the website of MBIS.

4. COMPLIANCE WITH LAWS

The Business Partner acknowledges to comply with and the necessity to be compliant with the Code, in order to maintain their title and status as Business Partner. The Business Partner agrees that all work performed on behalf of MBIS will be carried out in full compliance with applicable laws, regulations, legislation and MBIS policies.

The Business Partner; will not make, authorize or offer any bribery, commissions, money or any payment of value to the authorities, employees or any government, public official, or representatives of international organizations or any other third party in any way to acquire or retain a business in relation to MBIS or to influence any other business decision.

The Business Partner cannot request and accept gifts, commissions or tips in the form of money, checks, real estate or securities, discounts and advantages, personal service or support on behalf of MBIS, that may directly or indirectly affect the preferences and decisions of MBIS, even for charitable purposes.

Due to its business partnerships with companies domiciled in foreign countries, MBIS may be subject to anti-corruption laws which have international effects such as the US Foreign Corrupt Practices Act (FCPA) or the UK Bribery Act (UKBA). In cases where MBIS is subject to these laws, the Business Partner of MBIS, who represents MBIS before other third parties, is also subject to these laws if they operate for and on behalf of MBIS. Therefore, the Business Partner is required to comply with the Turkish Penal Code and any international legislation that they may be subject to due to their business relationships, such as the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (UKBA) and all other local anti-bribery laws.

The Business Partner shall promptly inform MBIS if any accusation is made and/or trial proceedings are initiated against them on account of bribery, corruption, illegal practices or alleged violation of the legislation.

MBIS further expects the Business Partner to comply with all applicable antitrust or competition laws.

The Business Partner accepts to be compliant with all applicable employment and related laws (including those directed at eliminating modern slavery) and to fulfil its obligations under such laws.

5. WORK ENVIRONMENT AND WORKPLACE PRACTICES

The Business Partner is committed to uphold the human rights of its employees and treat them with dignity and respect as recognized in the international community.

All work at the Business Partner’s organization shall be voluntary, and employees should be free to leave upon given reasonable notice and at their own will. Forced labour is prohibited. Employees shall not be required to forfeit any rights or documents related to travel, identification and similar matters, including but not limited to identity, passport or work permits issued by the state as a condition of employment.

The Business Partner shall not use child labour under any circumstances. The term “child” means any person who has not yet reached the age of 15 (or 14 where permitted under the laws of Turkey) and has not completed compulsory education as required by the law, or is employed below the minimum employment age – whichever is older – in the country.

Working hours and overtime work will not exceed the maximum period envisaged in the legislation. Employees will be granted at least one day off per week.

There will be no harsh or inhuman treatment, including any form of sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, or verbal abuse of employees, and no threat of any such treatment.

MBIS expects all employees to be treated fairly and equally, regardless of their ethnic origin, race, nationality, culture, gender, gender identity, sexual orientation, age, language, religious beliefs, disabilities and legal status, philosophical and political views, working method or other relevant characteristics. Accordingly, the Business Partner must cater a dignified work environment free from harassment and unlawful discrimination, and must not discriminate in hiring, promotion, remuneration, rotation or any other employment practice.

The Business Partner must respect the rights of employees to organize without restriction, to join trade unions, to seek representation, in accordance with the legislation. Employees shall be able to communicate openly with management regarding working conditions without fear of retaliation, intimidation or harassment. There shall be no unlawful practice of laying off employees.

6. WORKSPACE HEALTH AND SAFETY

The Business Partner recognizes that the quality of products and services, the consistency of production, and employee morale are enhanced by a safe and healthy work environment. Moreover, the Business Partner also acknowledges that ongoing employee input and training is key to identifying and resolving health and safety issues in the workplace.

The Business Partner will prevent its employees from exposure to potential safety hazards and ensure their safety. Where hazards cannot be adequately controlled, workers will be provided with appropriate personal protective equipment.

The Business Partner identifies and assesses emergencies and incidents and minimizes their impact by implementing emergency plans and response procedures, including emergency reporting, employee notification and evacuation procedures, employee training and drills, appropriate fire detection and extinguishing equipment and rescue plans.

The Business Partner identifies, evaluates and controls workers who are subjected to physically demanding tasks, including manual material handling and heavy lifting, prolonged standing and demanding assembly tasks. Physical guards, locks and barriers shall be provided and properly maintained for machinery used by employees.

7. ENVIRONMENT

The Business Partner acknowledges that environmental responsibility is an integral part of producing world-class products. In the course of its activities, the Business Partner must observe the health and safety of the community, as well as comply with the environmental legislation, and minimize the potential negative effects of its activities on society, the environment and natural resources, and for this purpose, must make the utmost efforts to reduce or eliminate any waste.

8. RESPONSIBILITY ON MBIS RESOURCES

The Partner is expected to protect MBIS resources, including assets, intellectual property, company assets, trade secrets and other confidential, proprietary or sensitive information, while doing business with MBIS. It is strictly forbidden to use MBIS resources without appropriate approvals or for any purpose other than performing MBIS business activities. Intellectual property rights, confidential or sensitive information of MBIS must be preserved.

9. BUSINESS MANAGEMENT

MBIS expects the Business Partner to compete fairly and ethically with regard to all business opportunities. Employees involved in the sale or licensing of products and services of the Business Partner and negotiating agreements and contracts with MBIS must ensure that all statements made to MBIS are accurate and truthful.

10. CONFLICT OF INTERESTS

MBIS requires the Business Partner to perform its activities in accordance with the MBIS Conflict of Interest Policy and to be free from any conflict of interest in all its activities. The Business Partner must exercise reasonable care and diligence to avoid any action or situation that may result in a conflict of interest while engaged in MBIS related business. This includes not accepting other outside activities that create a conflict of interest with MBIS or in any way jeopardize the work Business Partner is to provide for MBIS. The Business Partner must not engage in any business or actions contradictory to the MBIS Conflict of Interest Policy. The current version of the MBIS Conflict of Interest Policy can be accessed on the MBIS website and a copy will be sent to the Business Partner.

Any change in the Business Partner’s shareholding, senior management, corporate structure, lines of business or business model, key personnel, subcontractors or other factors that may reasonably affect the risk assessment of MBIS should be reported to MBIS immediately.

The Business Partner shall promptly report to MBIS any situation that amounts to a conflict of interest or that may create a suspicion of a conflict of interest.

11. GIFTS AND BUSINESS COURTESIES

All members of the Business Partner’s Board of Directors, senior executives, officials, all employees, including contract employees and all parties acting on behalf of the Business Partner, and first-degree relatives (mother, father, sibling, child, spouse) and partners or persons with whom they have an emotional/romantic relationship of the persons mentioned, cannot offer, demand or accept, except for those within the bounds of business courtesy during or in connection with such commitments, any gift, commission or any cash or non-cash benefit, money in the form of a tip, checks, real estate or securities, discounts and advantages, personal service or support, even for charitable purposes, during the fulfilment of the contractual commitments between MBIS and the Business Partner.

12. AUDIT

MBIS has the right to conduct periodic or risk-based due diligence on any Business Partner at any time, including requesting information or documents in relation to the Business Partner. In addition, MBIS may request the Business Partner to organize annual anti-bribery training programs or meetings with the relevant personnel, and MBIS may require that the Business Partner’s agreements entered into with MBIS include provisions on anti-bribery.

13. CONFIDENTIALITY

The Business Partner assures that the confidentiality of commercial and sensitive information concerning MBIS and its customers is protected, and that this confidential information is not shared with third parties. In this framework, the Business Partner takes all necessary measures to protect confidentiality of information, including not sharing the password or code that provides access to such information, and

passwords of computers, mobile phones and other devices used to access these information, with anyone other than authorized persons and users, and ensuring the security of confidential information at all times. The Business Partner shall also take all necessary measures to ensure compliance with the legislation on data protection. The Business Partner cannot disclose confidential information to third parties without the prior written consent of MBIS. Information and resources related to MBIS and MBIS customers will not be used for any purpose other than performing business activities.

14. VIOLATIONS AND SANCTIONS

In case of violation or suspected violation of this Policy, all transactions including the contract of the relevant Business Partner and invoice payments between the Business Partner and MBIS may be suspended or terminated.

No Business Partner will be sanctioned for reporting a violation of the Code in good faith, even if no violation is found as a result.

Contact Information:

Phone Number: +90 (216) 577 51 00

Address: M.B.İ.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.

Cevizli Mah. Tugay Yolu Cad. Ofisim İstanbul A Blok No:20 Kat:17 34846 Maltepe / İstanbul

E-mail: compliance@mbis.com.tr

15. ANNOUNCEMENT AND ENTRY INTO FORCE

This Code of Conduct has been prepared in Turkish and English and is available to the public on the MBIS website (www.mbis.com.tr).

The rules are reviewed and updated regularly and announced on the website of MBIS.

MBIS Business Partner Code of Conduct was approved and put into effect by the Board of Directors on 24.01.2022.