Conflict Of Interest Policy

1. PURPOSE AND SCOPE

The purpose of this Policy is to set forth principles and rules that prevent Enerjisa Enerji A.Ş. and all of its subsidiaries' ("Enerjisa") employees, managers and all stakeholders of Enerjisa from putting their personal or corporate interests ahead of Enerjisa's interests in their business decisions and to ensure compliance with them.

This policy covers all employees of Enerjisa, including the Board of Directors, all subsidiaries of Enerjisa and all business partners including suppliers, dealers, authorised dealers, service providers, consultants and external auditors, as well as individuals, institutions and communities with whom any kind of business relationship is established.

Enerjisa expects all its employees to act only with impartial criteria, based on fairness, without being influenced by their personal, family or close associates’ interests and/or relationships when making business decisions; to take the protection of Enerjisa's interests as a priority; to fully support the corrective actions that may be required in the event of a non-compliance; and to report any suspicion of non-compliance in this area when they experience, witness, or suspect a non-compliance.

This policy sets out the principles and regulations regarding the identification, documentation, declaration, notification and management of conflict of interest situations in Enerjisa.

2 .DEFINITION OF CONFLICT OF INTEREST

A conflict of interest refers to situations where an individual’s duties and responsibilities within the company conflict with their personal interests, where there is a possibility of such a conflict, or where a situation may be perceived as a conflict of interest. Such situations may impair, or be perceived as impairing, the individual’s ability to perform their duties objectively and impartially.

More specifically, a conflict of interest may arise when an individual’s personal interests — including, but not limited to, personal, family or financial interests — are in a position to influence decision-making processes; when an individual’s private relationships or investments do not align with the interests of the company; or when the individual’s obligation to act impartially and fairly is overshadowed by another commitment, interest, or obligation. Such situations cover not only actual conflicts of interest, but also circumstances that may create the potential for a conflict of interest or may reasonably be perceived as such.

3. TYPES OF CONFLICT OF INTEREST

a. Potential Conflict of Interest

A potential conflict of interest refers to situations where an actual conflict of interest has not yet materialized; however, the existing circumstances may create the conditions for a future conflict between an individual’s duties within the company and their personal, family, or financial interests. Such situations involve relationships, tendencies, or interest connections that may lead to an actual conflict of interest, although no specific decision, action, or outcome has yet occurred.

Enerjisa recognizes that potential conflicts of interest are also significant from the perspective of the company’s ethical culture and reputation. Therefore, the company expects such situations to be identified at an early stage and disclosed in a transparent manner. Failure by the relevant individual to assess and disclose a situation that carries a potential conflict of interest may, over time, give rise to ethical, legal, or operational risks for the company.

b. Actual Conflict of Interest

An actual conflict of interest refers to situations in which an individual’s personal, family, or financial interests directly conflict with their professional duties and responsibilities, and where such interests have in fact influenced the impartiality of a business decision, process, or outcome. In such cases, the individual’s responsibility to make objective and impartial decisions has been compromised, or there is clear and concrete evidence that such impartiality may be compromised.

Actual conflicts of interest may arise where an individual directly makes a decision, becomes involved in a process, or influences the course of a decision in a manner that serves their own interests or the interests of their personal, family members, or close associates. Such situations may directly undermine the company’s ethical values, credibility, and reputation.

c. Perceived Conflict of Interest

A perceived conflict of interest refers to situations in which an individual’s personal, family, or financial interests have not actually influenced their duties, but may appear from an external perspective to affect their responsibilities within the company. Such perceptions may undermine trust in the principle of impartiality and may damage the institution’s transparency and reputation.

Perceived conflicts of interest typically arise when the personal connections, investment relationships, family ties, or social proximity of individuals involved in decision-making processes may be regarded by other employees, stakeholders, or third parties as giving rise to a conflicting interest. In such cases, even if the decision has been made objectively and appropriately, any suspicion or perception within the organization or among external stakeholders that the decision may have been influenced may create significant reputational risks.

Enerjisa considers not only actual conflicts of interest but also situations that may create the appearance of a conflict of interest within the scope of ethical compliance. Therefore, employees and relevant parties are expected to inform the Compliance Manager of any circumstances that may give rise to such perceptions, even if no actual conflict of interest exists, and to act in accordance with the guidance provided.

4. RESPONSIBILITIES OF THE BOARD OF DIRECTORS, MANAGERS AND EMPLOYEES

4.1. Members of the Board of Directors

Within the scope of this policy, the main responsibilities of Enerjisa Board Members regarding the prevention of conflicts of interest and effective risk management are as follows:

o All Members of the Board of Directors must act in the best interests of Enerjisa, and when necessary, they must submit a conflict of interest declaration and a compliance declaration that includes a commitment not to engage in any conflict of interest according to the assessment to be made by the Compliance Manager.

o Members of the Board of Directors should ensure that their decisions made within the scope of their duties are not affected by conflicts of interest.

4.2. Managers

In addition to their obligations as employees, those who hold managerial positions at Enerjisa are expected to act in accordance with the following principles:

o Actively seek to identify, minimise and prevent conflict of interest situations in their areas of responsibility (e.g. making assignments in a way to reduce the risk of conflict of interest, encouraging employees to declare conflicts of interest).

o To be aware of the conflict of interest risks in his/her function, to ensure that internal controls related to these risks are monitored and to ensure that these internal controls are improved when necessary,

o In addition to those in own function, be aware of conflicts of interest that may arise in cross-functional relationships, demonstrate exemplary ethical leadership and support the management of related risks by co-operating with other functions,

o Raising employee awareness and encouraging diligence in completing training on conflict of interest,

o To obtain the opinion of the Compliance Manager when necessary in the management of these processes.

4.3. Employees

All employees must be aware of the risks of conflict of interest and manage these risks in their areas of authority. In this context, Enerjisa employees are expected to act in accordance with the following principles:

o Comply with policies and procedures regarding the identification, documentation, communication and management of conflicts of interest,

o To act in accordance with the principle of honesty, to make business decisions only on the basis of fairness with impartial criteria, to act responsibly and prudently,

o Attending and completing conflict of interest trainings on time,

o Immediately notify his/her manager or the Compliance Manager when he/she detects a gap in his/her own business processes that may cause a conflict of interest,

o To avoid situations that give rise to a conflict of interest; to declare a conflict of interest when they encounter such a situation; to report situations in which they suspect a conflict of interest,

o Not to use any data and information obtained while working at Enerjisa for any kind of financial or non-financial, direct or indirect gain,

o To respect the privacy and confidentiality of all kinds of business-related data and information;

o To respond promptly to requests from any relevant unit to ensure that conflicts of interest are appropriately monitored, managed and resolved, and to support investigations and reviews.

o Acting in accordance with the guidance provided by the Compliance Manager
regarding conflicts of interest.


5. HONESTY AND RESPONSIBILITY TO MAKE DECLARATIONS

Responsibility for integrity requires any person or organisation, whether a director, employee or any other person or entity doing business on behalf of Enerjisa, to refrain from using his/her position, authority or any information or position for his/her own benefit.

The primary obligation of any person who may be involved in a conflict of interest situation is to provide a "conflict of interest declaration" so that potential, actual or perceived conflict of interest risks can be assessed and managed. At any time when any actual or potential conflict of interest arises, the person concerned shall promptly disclose to the Compliance Manager, without withholding any information, all the facts, including whether there is a financial interest and, if so, the amount. All situations relating to conflicts of interest must be promptly reported to the Compliance Manager through a “Conflict of Interest Declaration,” even if an actual conflict of interest has not yet arisen.

If necessary, the Compliance Manager evaluates the matter together with the relevant person's manager and informs the relevant person about the matter. The related person shall carry out the process regarding the conflict of interest in accordance with the opinion received from the Compliance Manager.

6. VIOLATION NOTIFICATIONS

Enerjisa expects all its employees and all other parties acting on behalf of Enerjisa to prioritise protecting Enerjisa's interests when making business decisions, to support corrective actions in the event of non-compliance and to notify the relevant authorities when they suspect non-compliance in this area.

All our employees, as well as our business partners and other third parties, may send their reports of violations of the Conflict of Interest Policy to our Enetik Whistleblowing Hotline (+90 216 579 09 14) and/or enetik@enerjisa.com. All kinds of notifications may also be reported to the compliance management (uyumbildirim@enerjisa.com), the Human & Culture business department or the employee’s manager, based on the employee’s preference fort he communication channel in which he/she can Express himself/herself most comfortably. In case of reports of violations, the relevant business department or the employee’s manager sends the received report to the Internal Audit Department for review and investigation without delay. All notifications are processed confidentiallly by all relevant departments as soon as they are received.

7. SANCTIONS

In case of violation of this policy, the matter is examined by the Internal Audit Department and if a conflict of interest is detected, a disciplinary investigation is initiated. As a result, if necessary, sanctions may be imposed within the scope of the Labour Law, CBA, company’s policies and procedures and the relevant legislation in force.

8. FINAL PROVISIONS

This policy is an integral part of Enerjisa Code of Business Ethics.

This policy has been prepared in Turkish and English and is available on the websites of Enerjisa and Enerjisa Investor Relations.

This policy is reviewed annually by Enerjisa Sales & Group and Distribution Business Units Compliance teams and progress towards implementation of the core principles is monitored. In case of any comprehensive feedback from senior management or stakeholders, the policy may be reviewed without waiting for this period.

This policy was approved by the Board of Directors and put into effect on 12.02.2024