ETHICS HOTLINE

Access via Telephone:
0 212 401 3 789

Access via E-mail:
aydinli@etikhat.com

Access via Website:
www.etikhat.com

User Name: aydinlietik
Password: ayd2018

1. INTRODUCTION

As Aydınlı Hazır Giyim San. ve Tic. A.Ş., in accordance with our fundamental values, vision, and mission, our goal is to become one of the top 3 companies in Fashion Retailing in 2020 with brands that we acquired and/or licensed in Turkey and the neighboring region with which Turkey has historical ties. As Aydınlı Hazır Giyim San. ve Tic. A.Ş., our most important goals are becoming a globally renowned brand by creating a corporate culture that lives up to universally adopted values in every aspect of life, to help our customers dress better with our success in fashion retailing, to develop universal ethical values and good relationships with our stakeholders to achieve our goals in line with right strategies, and to maintain these relationships at a partnership level.

2. PURPOSE

Aydınlı Hazır Giyim San. ve Tic. A.Ş. prepared this Ethical Rules Commitment to develop universal ethical values and good relationships with our stakeholders and to maintain these relationships at a partnership level. The Ethical Rules Commitment of Aydınlı Group is a guide that provides information about the corporate structure of Aydınlı Group and the basic policies and procedures to be followed in carrying out commercial activities in accordance with the applicable procedures, instructions, and regulations. It determines the minimum standards for proper conduct within the organization.

3. SCOPE

All employees and suppliers are expected to fully understand the applicable procedures and rules, to carry out their activities in accordance with high ethical standards and integrity values, and to act in full compliance with laws and policies. As a clear and explicit statement of its commitment to responsible corporate behavior, Aydınlı Group undertakes to act within the framework of high commercial and ethical standards in all relationships with employees, suppliers, customers, consumers, competitors, public institutions, and all other persons and institutions, as specified in this Ethical Rules Commitment. The rules specified in this document do not cover all possible situations. This document was prepared to serve as a reference for compliance with the rules. “To do the right thing” is the most important responsibility of all employees. All employees should adopt these principles as part of their daily responsibilities. If they find themselves in situations that are not addressed by this Commitment or other reference documents, employees may adopt the following two basic principles:

To avoid attitudes and behaviors that may cause damage to the organization or the organization’s reputation,

To act within the framework of the law, generally accepted ethical rules, and integrity.

4. FUNDAMENTAL VALUES AND PRINCIPLES

4.1. Compliance with The Law and Relevant Regulations

Employees of Aydınlı Group should have sufficient knowledge about possible legal consequences of actions they display when performing their duties and responsibilities and act accordingly. Employees must constantly follow the laws and relevant regulations that apply to their activities and possible regulatory changes therein, and when necessary, get support from their senior manager or the company's Legal Counsel.

4.2. Integrity and Fairness

Employees of Aydınlı Group should act with integrity, fairness, and reliability, commit to ethical values, and adopt the principle of applying the highest standards of conduct in their work. The principle of honest and fair conduct should be adopted in all matters and relations with shareholders, customers, suppliers, competitors, employees, subordinates, superiors, and all persons and institutions.

4.3. Respect for Beliefs and Differences

Each employee is a building block of Aydınlı Group's success. It is important that our employees come from diverse cultural backgrounds. No discrimination is allowed in Aydınlı Group. All employees of Aydınlı Group should contribute to establishing a constructive environment of trust where beliefs of individuals are respected, everyone is treated fairly, and different ideas are expressed freely.

4.4. Efficient Use of Company Assets and Avoiding Waste

Employees of Aydınlı Group are responsible for protecting equipment, machinery, records, fixtures, tools, and all other assets belonging to the company, including time spent at work. Employees must prevent resources from being misused, damaged, or wasted.

5. RIGHTS OF EMPLOYEES

5.1. No Discrimination - Equal Opportunities and Maintaining A Fair Work Environment

Aydınlı Group encourages diversity in the workplace and aims to provide employees with equal opportunities and to perform performance-based evaluation. The basic criteria for the employment, promotion, or transfer of an employee are based on the person’s qualifications and competencies for the job and no discrimination is allowed among employees. In this regard, employees should be treated equally in all matters related to human resources, regardless of language, religion, gender, and race.

5.2 Occupational Health and Safety

Aydınlı Group aims to organize the work environment and operations in a way that improves safety and health, supported by a positive social environment and decent working method, and to be conducted in accordance with the highest professional standards and ethical principles. Aydınlı Group takes the necessary measures to protect occupational health and safety, complies with relevant laws, and ensures the compliance of other. Employees are obliged to comply with regulations and procedures regarding Occupational Health and Safety as well.

5.3 Political Activities

Employees may engage in political activities outside of working hours, provided that they do not cause damage to Aydınlı Group’s image and reputation and to the extent allowed by the law. However, it is forbidden to use the name, logo, or any resource the that belong to Aydınlı Group or may be associated with Aydınlı Group in a way that may cause to damage to corporate image of Aydınlı Group or in violation of Aydınlı Group’s principle of impartiality, or to carry out such activities within working hours and in company premises. Employees of Aydınlı Group cannot pressure, direct, encourage, or force other employees to support any political group. Additionally, employees of Aydınlı Group are prohibited from making political contributions or donations giving the impression that they are acting on behalf of Aydınlı Group, either directly or indirectly.

6. CONFLICT OF INTEREST

6.1. Donations, Gifts, Representation, and Entertainment

It is forbidden to provide any advantage, directly or indirectly, to third parties exceeding the allowed limits specified in the relevant regulations and procedures in a way that such advantage may affect how the receiving party conducts its business or in a way that may create a conflict of interest. Employees may not accept or offer, without limitation, any service, gift, invitation, cash, or debt to secure an advantage.

The gift prohibition does not apply to the following:

Books, magazines, articles, cassettes, calendars, CDs, and similar items,

Promotional and handicraft products which are distributed to everyone and have symbolic value,

Loans from financial institutions in accordance with market conditions.

The gift prohibition applies to the following:

Greeting, farewell, and celebration gifts, scholarships, free travel and accommodation, and gift certificates from parties who have a business relationship, service relationship, or interest with manufacturers/suppliers,

Transactions at unreasonable prices while purchasing, selling, or renting movable or immovable goods or services,

All kinds of goods, clothes, jewelry, or food products given by users of a service,

Loans and credits from parties who have a business or service relationship with manufacturers/suppliers,

6.2. Partnership with or Employment at Companies Other Than Aydınlı Group

Employees of Aydınlı Group cannot work with any company other than Aydınlı Group under no circumstances, temporarily or indefinitely, in return for cash or any benefit, advantage, or gift. Employees cannot be partners, directly or indirectly, in companies that are customers or suppliers of Aydınlı Group or enter into business relationships with such companies. Employees can work for non-profit organizations and universities as volunteers or paid employees, provided that such work does not hinder their duties within the company, with the written approval of the relevant Company General Manager and the Group’s Executive Board.

6.3. Relations with Suppliers and Customers

Suppliers or customers that will enter into a business relationship with Aydınlı Group should be selected based on the commercial interests of the Group, and situations that may create a conflict of interest with employees should be prevented.

Employees of Aydınlı Group need to refrain from any action that may cause conflict between their responsibilities towards Aydınlı Group and their personal interests. In this context, no employee of Aydınlı Group should directly or indirectly benefit from any sale or purchase (service or good) made by Aydınlı Group by using their position or title, and should not expect any benefit for their own behalf or for their family members or relatives.

6.4. Bribery and Corruption

Employees cannot offer or promise any personal, financial, or other advantage to employees, directors, or representatives of any public institution or private organization (suppliers, customers), either directly or through an intermediary, to secure any business or personal advantage. Similarly, employees cannot accept a similar advantage in exchange for preferential treatment to a third party. In addition, employees should refrain from actions and behavior that would create suspicion or impression of such behavior. Employees should remember that providing or offering advantages to a party in order to influence the decision of such party, even if such party is not a public servant, may result in not only disciplinary action, but also legal action.

7. PROTECTION OF COMPANY ASSETS

7.1. Company Resources and Use

Company resources refer to Aydınlı Group's name, logo, computers, software, regulations, procedures, customer and supplier information, personnel information and related records, e-mail addresses, financial records, movable and immovable fixed assets, reports, notifications, and all kinds of assets, without limitation. All Employees are obliged to ensure that Aydınlı Group’s assets are used efficiently. Such assets and resources should only be used for legitimate purposes. Employees should not use Aydınlı Group assets for their personal benefit or the benefit of any party other than Aydınlı Group. Employees should observe the interests of Aydınlı Group while using these resources, and should not use such resources for anything that may conflict with the interests of Aydınlı Group.

Examples of Aydınlı Group’s Assets

Aydınlı Group’s money

Time spent by the employee at work (including training, travel, and meeting time)

Aydınlı Group’s services/products

Aydınlı Group's assets that may be subject to intellectual property rights

Computer systems and software

Telephones, wireless communication devices

Aydınlı Group’s vehicles

Aydınlı Group’s proprietary information

Aydınlı Group’s brands

Computers and computer systems allocated to employees by Aydınlı Group or e-mail messages sent by Aydınlı Group may be audited, examined, and reviewed by persons or organizations authorized by Aydınlı Group’s Board of Directors or by the Internal Audit Unit without prior warning.

7.2. Accounting Records, Storage and Protection of Documents

Aydınlı Group’s records refer to documents which contain information used or developed by Aydınlı Group, regardless of format or medium. In this context, company records include written documents including handwritten notes, audio or video tapes, magnetic or optical recordings, microfilms or microchips, voice mails, files on any electronic recording medium, servers, service programs, computer-based documents such as bands or electronic mails, and any other material containing information about the company's structure or activities.

Accurate and complete book-keeping and record-keeping enable Aydınlı Group to fulfill its obligations properly and to provide the relevant groups and authorities with complete, sufficient, and accurate information on the financial structure of Aydınlı Group and other issues in a timely and intelligible manner. For this reason, Aydınlı Group's books, records, and accounts should always reflect Aydınlı Group's financial transactions completely and accurately, whether they are drawn up in computer environment or on paper or in any other way. These include records related to time schedules, vouchers, receipts, invoices, expense statements, salary and pay sheets, and other employee benefits as well as performance reviews and other important company information. No transaction or arrangement should be configured in a way to render Aydınlı Group's internal control and audit system dysfunctional. It is the responsibility of everyone, not only the Accounting and Finance personnel, to ensure that business and financial records are maintained complete and accurate. Accurate record-keeping and reporting will positively reflect on the reputation and image of Aydınlı Group and will enable Aydınlı Group to fulfill its legal obligations.

7.3. Confidential Information – Non-Public Information

Confidential information – non-public information refers to information that has not yet been or will never be disclosed to the public. Confidential information refers to trade secrets; business, marketing, or service plans; customer information; engineering and manufacturing ideas; service design and content; databases; records; salary information; and other unpublished financial or similar information.

Information related to the following maybe given as an example:

Employees

Inventions

Agreements

Strategic plans and business plans

Significant management changes

New products released to the market

Mergers and acquisitions

Technical specifications

Pricing

Quotes

Financial data

Product costs

Employees are obliged to protect all non-public information of Aydınlı Group. Employees should not disclose non-public information to others outside Aydınlı Group, including family members and friends, unless required for the job. Even when such information is disclosed for business purposes, necessary measures such as non-disclosure agreements should be taken to prevent misuse of information.

7.4 Privacy of Personal Data

Information acquired as a result of a business relationship with Aydınlı Group that cannot be acquired from public sources by third parties as well as information relating to the race, ethnic origin, political opinion, philosophical belief, religion, sect or other belief, clothing, membership to associations, foundations or trade-unions, health, sexual life, convictions, identification number, residential address, family information, salary and income information, registration records, special sales/supply agreements are considered as “Top Secret Information/Personal Data”. Aydınlı Group acts in accordance with the provisions of the Law on Protection of Personal Data and the relevant legislation in all matters related to personal data.

8. SUSTAINABILITY AND ENVIRONMENT

As an integral part of the country and the community, Aydınlı Group cares about the needs of the society. Aydınlı Group carefully considers economic, environmental, and social risks in order to provide value to all its suppliers and customers in all countries where it operates in the long-term and to create a sustainable world. In accordance with the principle of social responsibility, Aydınlı Group complies with the provisions of environmental regulations, develops procedures to this end, and ensures the compliance of its employees as well. Employees are obliged to comply with Aydınlı Group's policies and procedures regarding environmental protection and to report any violation thereof to their managers as soon as possible.

9. RESPONSIBILITIES, ORGANIZATION, AND IMPLEMENTATION

9.1. Responsibilities

The Ethical Rules Commitment of Aydınlı Group was designed to ensure consistency in the conduct of the employees, subcontractors, suppliers, and business partners of Aydınlı Group companies in their relationships within and outside Aydınlı Group. Procedures were developed to determine the actions to be taken in case of a violation of these rules to ensure the consistency of the process within the organization. The Ethical Rules Commitment does not cover all possible situations. The rules herein can be varied to ensure compliance with laws and agreements.

Every employee is obliged to comply with all of these rules and to report to their manager or relevant units when necessary. Employees should report any violation of these rules or any action that they believe is illegal. Employees may report such violations without disclosing their identity when appropriate and/or necessary. All reports will be carefully investigated. Aydınlı Group does not allow revenge-seeking against employees who report such violations in good faith, and protects the rights of the accused as well.

9.2. Questions for Conduct with Integrity

The following questions can help employees decide whether or not a particular action is ethical:

Does my action comply with the rules of law?

Am I acting with fairness and integrity?

Would I be upset if someone else (e.g. a competitor) did the same?

Am I acting in compliance with Aydınlı Group’s values and ethical standards?

Is my action making the situation worse or causes a “mistake” to continue?

If I was testifying in front of a court, how would I respond if asked to explain my actions?

Can I explain this action to my family or friends?

Can I advise others to act the same?

Does how my actions are perceived matches with the reality in my mind? How do others perceive my actions?

9.3. Organization

It is the responsibility of the Ethics Committee to ensure the awareness of Aydınlı Group employees regarding these rules and sustainability of the principles. The Board of Directors appoints the members of the Ethics Committee in order to ensure coherence and coordination within the group. The Ethics Committee submits a report to the Board of Directors regarding its activities at the end of each year. The Ethics Committee consists of the Legal Counsel, the Internal Audit Manager, the Human Resources Manager, and the Process Development Manager. The Committee meets on a weekly basis and submits a report to the Board of Directors on a monthly basis.

9.4. Reporting Violations and Report Line

You can discuss and resolve violations of the Ethical Rules Commitment of Aydınlı Group and other written instructions directly with your senior manager. If the issue cannot be resolved, employees may report the violation using the e-mail address “aydinli@etikhat.com” created under the supervision of the Ethics Compliance Coordinator of Aydınlı Group or using the phone number “0212 401 3789” or using the corporate username and password on “www.etikhat.com”. All reports should be impartial and confidential. Reports are submitted to the Compliance Coordinator of Aydınlı Group through all three channels on a daily basis. Reports are shared with the Group Ethics Committee on a daily basis.

After evaluating the reports for suspicion of misconduct, the Group Ethics Committee can refer the issue to the relevant company unit for an investigation, or examine by an investigation committee to be established when necessary.

10. COMPLIANCE WITH ETHICAL RULES AND POSSIBLE ACTIONS IN CASE OF A VIOLATION

After violations of ethical rules are discussed by the Ethics Committee, matters deemed necessary are referred to the Disciplinary Committee. Actions that can be taken by the Disciplinary Committee include termination of employment, warning, written warning, rotation, compensation for damage, and initiation of legal action.