CODES OF CONDUCT

Our company has embraced the IOSCO (International Organization of Securities Commissions) codes of conduct, which are as follows:

I. INTRODUCTION

A. SCOPE OF THE CODES

Codes of conduct stated in this document cover;

1. The corporate entity of SAHA Corporate Governance and Credit Rating Services Inc.
2. Shareholders of SAHA, management and supervisory board members, rating committee members,
3. Professional and other staff working full-time or part-time,
4. Subcontractors providing temporary services,

All references to SAHA regarding the codes also concern the above mentioned persons.

B. TERMS

The codes of conduct are designed to apply to the credit rating agency (hereinafter referred to as SAHA A.Ş.) and any person employed by SAHA A.Ş. in either a full-time or part-time capacity. A SAHA A.Ş. employee who is primarily employed as a “corporate governance specialist” and “credit analyst” will be referred to as a “specialist.”

Corporate governance rating is an opinion regarding the importance given by entities to shareholders’ rights and public disclosure activities, the level of relations with stakeholders, and the effectiveness and efficiency of the board of directors.

Credit rating is an opinion regarding the creditworthiness of an entity, a credit commitment, a debt or debt-like security or an issuer of such obligations, expressed using an established and defined ranking system.

Credit ratings are not recommendations to purchase, sell, or hold any security.

C. CODE OF CONDUCT FUNDAMENTALS

Codes of conduct of SAHA are based on below mentioned documents:

• IOSCO (International Organization of Securities Commissions) Principles
  Credit rating agencies endeavor to issue opinions that help reduce the asymmetry of information that exists between borrowers and debt and debt-like securities issuers, on one side, and lenders and the purchasers of debt and debt-like securities on the other. Rating analyses of low quality or produced through a process of questionable integrity are of little use to market participants. In fact, such reports may mislead participants. Likewise, conflicts of interest or other undue factors – internal and external – that might, or even appear to, impinge upon the independence of a rating decision can seriously undermine a credit rating agency’s credibility.
  Credit rating agencies have responsibilities to the investing public and to issuers themselves, including the primary responsibility to protect the confidentiality of some types of information issuers share with them.
• CMB (Capital Markets Board) CORPORATE GOVERNANCE PRINCIPLES
  Corporate Governance Principles issued by the Capital Markets Board is the main source used in SAHA A.Ş.’s corporate governance rating methodology. The degree of compliance of the entities with the Corporate Governance Principles is measured using the proportionate weight laid down by the Capital Markets Board in accordance with these principles. Confidentiality of all information on a company obtained during the rating process is a fundamental principle. These are stored in relevant categories in the framework of SAHA A.Ş. “privacy regulations”.

II. SAHA CODES OF CONDUCT

A. QUALITY AND INTEGRITY OF THE RATING PROCESS

1. SAHA A.Ş adopts implements and enforces written procedures to ensure that the opinions it disseminates are based on a thorough analysis of all information according to the rating methodology and regularly inspects the relevance.
2. SAHA A.Ş. uses rating methodologies that are rigorous, systematic, and, where possible, result in ratings that can be subjected to some form of objective validation based on historical experience.
3. In assessing an institution’s creditworthiness, analyst/analysts involved in the preparation or review of any rating action are obliged use methodologies established by SAHA A.Ş. uncompromisingly and in a consistent manner.
4. Credit ratings are assigned by the committee established by SAHA A.Ş. and not by any individual specialist. Ratings reflect all information known and consistent with SAHA A.Ş.’s published methodology. SAHA A.Ş. employs staff who, individually or collectively have appropriate knowledge and experience in developing a rating opinion for the type of credit being applied.
5. SAHA A.Ş. maintains internal records to support its credit opinions in accordance with applicable local and international laws.
6. SAHA A.Ş. and its analysts take steps to avoid issuing any credit analyses or reports that contain misrepresentations or are otherwise misleading as to the general creditworthiness of an issuer or obligation.
7. SAHA A.Ş. ensures that it has and devotes sufficient resources to carry out high-quality credit assessments of all obligations and companies it rates. When deciding whether to rate or continue rating an obligation or a company, it devotes sufficient personnel with sufficient skill sets to make a proper rating assessment, and guarantees access to sufficient information needed in order make such an assessment.
8. SAHA A.Ş. structures its rating teams to promote continuity and avoid bias in the rating process.

B. MONITORING AND UPDATING

SAHA:

1)  Monitors on an ongoing basis and updates the rating as follows:

• Monitors all developments on the customer and/or his business activities occurring during the agreement period that may affect the rating,
• Asks for all necessary information from the customer and evaluates them,
• Updates on a timely basis the rating, as appropriate, based on the results of such review.

2)  Publicly announces when a customer terminates the contract or a rating publicly disclosed ends spontaneously.

C. INTEGRITY AND AVOIDANCE OF CONFLICT

SAHA;

1)  Fully complies with Capital Markets Board’s rules and all other applicable laws and regulations governing its activities in each jurisdiction in which it operates.
2)  Deals fairly and honestly with issuers, investors, other market participants, and the public.
3)  Does not give any assurance or guarantee of a particular rating, either implicitly or explicitly.
4)  Does not refrain from a negative rating because of the possible unfavorable consequences.
5)  Is not affected by the present or potential relationship with owners, managers and employees of the customer on given rating.
6)  Separates rating activities from counseling, training and routine management practices and prevents any possible paradox or conflict of interest.
7)  Takes proper action on any unethical case reported by third parties or employees and keeps providers’ identities confidential.

D. INDEPENDENCE

1)  Fees of SAHA Rating Specialists are determined in accordance with rating services and detached from fees paid by customers in return for rating activities.
2)  SAHA Rating specialists are not informed of negotiations with customers on signing of a rating agreement and do not participate to these meetings.
3)  Partners of SAHA, rating specialists and employees do not engage in any securities or derivatives trading of a customer with an ongoing rating contract.
4)  No SAHA employee participates in or otherwise influence the determination of SAHA’s rating of any particular entity or obligation if the specialist or employee:
a)  Owns securities or derivatives of the rated entity or any entity related to a rated entity (except mutual funds and investment trusts).
b)  Has had a recent employment or other significant business relationship with the rated entity or any entity related to a rated entity.
c)  Has an immediate relation (i.e., a spouse, partner, parent, child, or sibling) who currently works for the rated entity.
d)  Has, or had, any other relationship with the rated entity or any related entity thereof that may cause or may be perceived as causing a conflict of interest.
5)  SAHA A.Ş. partners, specialists and employees do not accept any gift or loans other than small promotional items.
6)  Any SAHA A.Ş. specialist and employee who become involved in any personal relationship with the customer notify the management. Any possible conflict of interest arising thereupon is eliminated by taking all necessary measures.

E. RESPONSIBILITIES TO INVESTORS AND THE PUBLIC

1)  Timing and transparency on disclosure of Corporate Governance Rating Results:

SAHA;
a)  Discloses to public its policies for distributing ratings, reports and updates.
b)  Discloses to public information about its procedures and methodologies so that third parties can understand how a rating was arrived at. This information clearly includes the meaning of each rating category.
c)  Discloses to public the rating results in accordance with the pre-announced calendar. These disclosures include justifications and the duration of the rating process.
d)  Discloses the previous rating results and the disclosure date at each update.
e)  Discloses the possibilities of change on rating results (annually) and also the probability of default.
f)  Does not disclose any rating result without customer’s consent.
g)  Discloses also customer’s first rating results and updates in cases when the customer asks for the disclosure of one of the subsequent updates.
h)  Does not accept a demand of non-disclosure of updates on already disclosed rating result.
i)  Discloses requested rating results on its web site free of charge.
j)  Identifies each rating not initiated at the request of the issuer and can carry on with the rating without customer demand and participation in the presence of following conditions (cases when the issuer provides limited information and data is also considered as ‘no-demand’);
i. If the disclosure of the rating results are to the benefit of public and investors,
ii. If it possesses the knowledge and data necessary for such a rating,
iii. If a written approval is received from the Capital Markets Board and the relevant institutions, in line with the CMB communiqué,

2)  The Treatment of Confidential Information:

SAHA;

a)  Does not disclose confidential information in press releases, through research conferences, to future employers, or in conversations with investors, other customers, other persons, or otherwise.
b)  Protects all records belonging to the customer from fraud, theft or misuse.
c)  Specialists and employees familiarize themselves with the internal confidentiality policies of SAHA and periodically certify their compliance.
d)  Specialists and employees are under commitment not to disclose any non-public information about rating opinions or possible future rating actions.
e)  Specialists and employees are under commitment not to use or share confidential information for the purpose of trading securities.
f)  Can disclose to public the rating given as a result of confidential information, without disclosing the information itself.
g)  Can collaborate with third parties which comply with the confidentiality agreement same as SAHA A.Ş. on providing rating services.