OBJECTIVE AND SCOPE: T-Bank A.Ş. (hereafter referred to “T-Bank” or “Bank”) considers ethic code as an indispensable part of corporate governance principals. The Ethics Code is the sum of rules that the Bank will obey in all procedures and transactions with its shareholders, customers, employees, other banks and organizations.

The motive behind the Ethics Code applied to all kinds of operations and transactions - whether between customers, shareholders, employees or other banks and organizations, is to ensure that the existing respect and reliability for the banking profession in the society is set on a permanent footing, to maintain and improve this social respect and reliability, called also as professional honor, to maintain and protect the stability and trust in the banking sector, and to emphasize on the principle of top quality service adhered by T-Bank.

 DEFINITIONS

In the document;

The Bank means T-Bank A.Ş.,

Personnel means T-Bank A.Ş.'s employees,

Ethics  means an entire body of principles and measures, which evaluates the values, norms and rules that govern the individual and social relations, from a moral viewpoint which is essentially based on the parameters of right-and-wrong, good-and-bad, etc.,

Professional Ethics regulate the relations between the individual members of a profession and the relations of these members with the rest of the society, while organizational ethics identify an organizational behavior culture by introducing certain rules in dealing with the problems stemming from inside or outside the organization.

GENERAL PRINCIPLES

1.   The Ethics Code forms part of the Bank's Human Resources Policy and Procedures and is applicable, without any exception, to all employees and contracted personnel. By signing Employee's Commitment to Adhering to T-Bank Ethics Code, the employee assumes a commitment of acting within the scope of the Bank's Policies and Procedures as well as the requirements of laws, regulations and guidelines. Any employee found guilty of breaching the Ethics Code will be subject to disciplinary action in accordance with the Bank's Disciplinary Procedures.

2. The Bank sticks to the below-specified general principles in its activities for the purposes of protecting the rights and interests of the customers and the shareholders, maintaining trust and stability in financial markets, ensuring an efficient operation of the deposit, credit and banking systems, and preventing the transactions and applications which may cause considerable loss and damage to the economy, as well as serving to the best interests of the public and protecting the environment.

2.1. Honesty: The Bank sticks to the honesty principle in its relations during its operations. 

2.2. Impartiality: Motivated by the motto of "At the heart of the success should lay respect to humans", the Bank makes no discrimination towards employees and customers, avoids prejudiced behaviors, and does not differentiate between nationality, religion, social status, gender etc. while providing its services.

2.3. Reliability: The Bank offers clear, comprehensible and correct information to its customers within the principle of mutual trust during the entire services and transactions, and provides the customer services in a timely and complete manner.

2.4. Transparency: The Bank informs its customers in an open, easily understandable and clear way regarding the underlying rights and responsibilities, benefits and risks attached to the products and services offered to them. Before providing a product or service, the Bank effectively assesses its customers and their financial capacities, situation and requirements, and suggests products and services within this framework.

2.5. Observing Social Benefit and Respect to Environment: The Bank shows consideration and care, along with the principle of profitability, to support all kind of social and cultural activities in light of the social benefit and respect to the environment.

2.6. Fighting Laundering of Crime-Originated Assets and Financing Terrorism: The Bank adopts the fight against corruption, laundering of crime-originated assets, etc. as a significant principle as stipulated by international norms and the provisions of national laws and regulations, and does its utmost for the due cooperation with the local competent authorities. It also conducts the required measures inside the Bank for this purpose, and arranges training programs for its employees to that effect.

 2.7. Abuse of Information: The Bank takes all measures in order to prevent the abuse of insider information belonging to the Bank and the customers.

2.8. Undesirable Customers: The Bank avoids relations with customers that have negative reputation (the customers involved in arm smuggling, environment pollution, bribery etc.), and does not participate or conduct business with such organizations and with such customers.

RELATIONS WITH OTHER BANKS

3. Exchange of Information: The Bank carries out accurate and systematic information exchanges with local and foreign banks, concerning all possible subjects authorized under the laws and regulations.

4. Employee Circulation

4.1. The Bank avoids all kinds of practices and applications that may cause unfair competition in the employment of personnel.

4.2. Although Labor Act and other related laws and regulations allow to freely enter into employment contracts with anyone, the Bank acts diligently in order not to cause any breakdown, rupture or cessation in the service of other banks due to its recruitment.

4.3. The Bank does not attempt, as a general policy, to employ other banks’ personnel in group or by whole team and does not transfer a person, who benefited from another bank’s training facilities, shortly after completing the training period.

4.4. The Bank responds to the information requests of other banks about its former employees in an objective and honest manner.

4.5. The Bank takes the necessary measures in order to ensure that its employees that have previously taken office in other banks work in compliance with obligations regarding keeping secrets within the scope of banking regulations.

5. Competition: The Bank sees the competition, which complies with the laws and regulations, as a necessity to help all related organizations in the sector to make their free economic decisions. Therefore, along with considering its own interest during its activities within the free market economy, the Bank avoids statements and behaviors that may cause unfair competition, by following the below mentioned principles:

• A continued public trust for the banking sector in general,
• Working for the development of the banking sector,
• Protecting the environment required by competition law.

These principles apply, not only to the legal entity of the Bank, but also to the statements and behaviors of the Bank’s employees. The Bank cannot offer/take advantage of the employees of other banks while providing service to its customers. 

COMMUNICATION & ADVERTISEMENTS

6.1. The Bank acts in an honest and realistic manner, in compliance with the laws / regulations and with general moral principles, during its announcements, advertisements and notices in its publicity and advertising activities regarding its banking products and services as well as its own financial strength. Furthermore, the Bank avoids all kinds of acts that may damage the reputation of the banking profession.

6.2. The Bank ensures that its announcements, advertisements and notices are not offensive to groups (i.e. do not contain any statements or expressions degrading or humiliating other institutions and organizations, or the products and services of other institutions and organizations).

6.3. The Bank cares that its advertisements be clear, fair, complete and  not including false or misleading statements and include warnings (of any risk to the client/ 3rd party) and decrying other banks or exploiting the lack of experience and knowledge of customers.

RELATIONS WITH CUSTOMERS

7. Informing the Customers: The Bank provides accurate, complete and timely information to its customers regarding all kinds of products and services it offers to them in all phases of the relationship and on all subjects by also complying with the regulations stipulated under the laws and regulations.

8.Customer Information Privacy

8.1 Customer Confidentiality:  The Bank is obliged to keep confidential and maintain with diligence all customer information and documents. Disclosing such information or documents is permitted only to persons and authorities that are explicitly authorized by applicable local laws and regulations to request information and documents.

8.2 Personal Information: Bank employees collect, use and process Personal Data and Customer Data in accordance with applicable local laws and regulations.

9. Service Quality

9.1. The Bank assumes the service quality as a precondition to meet the requirements and expectations of its customers. The Bank does its utmost for the use of the two fundamental elements of this concept -technological infrastructure and qualified human resources- in accordance with development in service quality.

9.2. The Bank offers the same quality and the same level of service to all its customers. However, differentiating the organizational structure and product range in accordance with an identified target market, or adopting different approaches to the customers in different risk groups should not be interpreted as a discrimination or categorization of the customers.

9.3. Employees acting on behalf of the Bank are prohibited from using any undue pressure or making any misleading or deceptive statements.

10. Customer Applications & Complaints

10.1. The Bank establishes an effectively operating system to respond to all kinds of customer questions arising from products and services, and informs the customers regarding this process.

10.2. The concerned employees of the Bank are required to review customer complaints relevant to their areas of responsibility, and share non-relevant complaints with the relevant responsible unit, as well as assessing, concluding and responding to complaints in accordance with the Bank processes / workflow.

 10.3. The Bank investigates the causes for the customer complaints, and implements the measures required for preventing repetitions. If there are improper practices causing complaints, the Bank 

corrects such practice and also offers a remedy to the customers, and takes the required measures to avoid / prevent similar situations.

11. Security

11.1. The Bank recognizes that the concept of "security" includes all measures towards the protection of all services of the Bank against any adversities, as well as the prevention of all violations that may cause technical hazards in the services offered to the customers.

11.2. The Bank takes all technical and legal measures required for ensuring transaction and information security in all service mediums due to newly-developed services and changing service channels in parallel with technological improvement and electronic banking. The Bank informs its customers regarding the measures that have been taken by the Bank and should be taken by the customers.

 11.3. The Bank takes all the measures including insurance coverage, against the risks stemming from personnel abuse or negligence, IT crimes and any compensation and or reimbursement responsibility.

RELATIONS WITH EMPLOYEES

12. General Qualities of Employees: The Bank ensures that its employees possess the knowledge, background and a sense of responsibility required by their jobs. The Bank employs personnel that meet the conditions specified in related legislation, in particular, the Banking Law no. 5411.

13. Employment and Career Development

13.1. The Bank pays attention to offer equal opportunities to its employees, both during their recruitment and during their career development, without any discrimination.

13.2. The Bank, in line with the principle of managing human resources in the best possible way, offers opportunities to its employees in order to ensure that they are regularly updated and knowledgeable, especially with the information required by the banking sector.

13.3. The Bank takes into consideration the commitment to the Bank's Ethics Code and the diligence shown in implementing these principles as well as the knowledge, skill and individual achievement in their professional development and promotion.

13.4. The Bank operates and preserves personal data that may be collected, acquired, learned or accessed during the recruitment process or during the employment of its employees in accordance with the applicable local laws and regulations.

14. Representation Principles and Working Environment

14.1. The Bank maintains internal regulations requiring that its employees look neat and clean in conformity with the reputation of the banking profession and also with the awareness that they represent their Bank.

14.2. The Bank implements measures to increase the motivation of its employees and to offer services with better conditions, and ensures a healthy and convenient working environment.

14.3. The Bank takes necessary measures to prevent all kinds of harassments, including psychological harassment (mobbing), and carries out necessary investigation in the event of claims regarding mobbing. If any harassment behavior is detected as a result of the investigation, the Bank takes measures to eliminate this and imposes all possible actions within the scope of legislation.

15. Working hours

15.1. The Bank shows utmost efforts for employing sufficient number of personnel as required by the workload, organizing its employees in a way that they yield maximum productivity during the working 

hours, preventing overtime work, protecting the rights of employees in situations that require overtime work, and ensuring that its employees use their annual leaves regularly.

 16. Rights of Employees

16.1. The Bank shows utmost efforts for granting employees' rights arising from the provisions of Labor Law and the legislations they are subject to on a timely manner and completely, especially preventing termination of their employment contract without good cause.

17.  Professional Rules And Ethical Principles That Bank Employees Should Comply with

17.1. Bank employees are strictly Prohibited From:

a)  Being involved in relations with the customers such as borrowing-lending, being guarantor and opening joint accounts with the customers, or obtain a proxy over their accounts, which are incompatible with ethical principles,

b) Accepting gifts from existing or potential customers against customary law, in particular, accepting any gifts that seem to cause concessions regarding decisions on the work, as well, offering any gifts or other benefits or inducements  for the same purpose,

c) Deriving personal benefits from both their job potential and from the business potential of their customers by using their duties and titles,

d) Behaving in contradiction to the principles of justice, integrity, honesty, reliability and social responsibility,

e) Causing a loss of reputation for the Bank with their works and behaviors,

f) Assuming a duty or being member of any private or official organization without informing the Bank in advance and before taking such positions, except for associations, foundations, cooperatives and similar institutions.

g) Revealing or disclosing the secrets they have learned regarding their customers or other banks due to the their title and duty, except to the competent authorities that are explicitly authorized by law,

h) Using the Bank's assets and resources in a non-productive way and out of purpose,

i) Being involved in activities, for which they should be directly or indirectly considered as Merchants or Tradesmen, as well as engaging in any other activities that yield money without the prior written consent of the Bank,

j) Directing existing or potential customers of the Bank to  other competitor banks,

k) Harming the reputation of the Bank or other financial institutions, as well as dispraising or humiliating business partners, shareholders, employees or customers by using or hiding their own identity, or using misleading identities in media and social media environment, profiles and accounts or posts, publishing illegal messages, etc, 

l) Being involved in activities that bind the Bank by exceeding their power in carrying out their duty,  including giving misleading or unreal statements,

m) Directing, helping, assisting or providing advice to the customers or potential customers as how to avoid their tax obligations and responsibilities or how to conduct tax evasion or similar matters, in particular as they relate to the FATCA (Foreign Account Tax Compliance Act of the USA), the Republic of Turkey, or any other similar regulations,

n)  Engaging in any Gambling activities,

Prohibition of Market Manipulation:

Employees are prohibited from:

o) Engaging in or participating in the use of any manipulative or deceptive act or practice that the Employee knows or reasonably should know:

 i- Results in or contributes to, or may result in or contribute to, a false or misleading impression of the trading activity, supply of, demand for, or price of a traded Security,

ii- Creates or is likely to create an artificial bid price, ask price or trade price for a traded security, or

iii- Perpetrates a fraud on any party relating to a transaction in a traded Security,

p) Entering directly or indirectly, an order or executing a trade in a traded Security for the purpose of creating:

i- A false or misleading impression of trading activity, supply of, demand for, or price of a traded Security, or

 ii- An artificial bid price, ask price or trade price for the traded Security or a related Security,

Prohibition of Insider Trading:

Employees are prohibited from:

r) Making a trade, directly or indirectly, in a traded Security or a related Security to it, while in possession of Inside Non-Public Information relating to that traded Security,

s) Using Inside Non-Public Information to acquire, attempt to acquire, dispose, or attempt to dispose, directly or indirectly, of a traded Security that such information relates to,

 t) Disclosing non-public information to another party, except in the necessary course of business, or Counseling or Giving advice to another party in relation to a trade in a traded Security or a related Security that the information concerns, or in relation to acquiring or disposing of any rights in such securities (Applicable for an Employee who is in possession of Insider Non-Public Information),

17.2. Bank employees are Required to:

 a) Comply with regulations and principles related to the protection of personal data and information security, and to acknowledge that all the data and information are the Bank’s property and should remain within the Bank,

b) Keep information about current, former, and prospective Clients’ personal information, property, accounts and transactions (information) confidential in accordance with the Banking law and other relevant regulations,

c) Keep all transactions (or proposed transactions) completed by the Bank and its Clients strictly confidential and treat all client information with high confidentiality and not using this  information for the Bank’s own or anyone else’s benefit without the permissions of the clients,

d) Effectively identify and avoid any direct or indirect conflicts of interest between the Bank, or any of its Employees, and its Clients, and effectively manage or disclose any conflict that cannot be avoided,

e) Immediately refusing offers made to them for taking advantage from them, and informing related 

authorities and their supervisors,

f) Ensure that credit operations of employees' family members or relatives are processed by employees who have no relation with the borrower,

g) Comply with the legislation in force and the Bank’s policy and procedures  while carrying out their duties,

h) Cooperate with other employees towards common objectives while carrying out their duties, by establishing respectful and attentive communications,

i) Manage their own personal and financial affairs with care and responsibility (e.g.  not incurring debts they cannot pay),

j) Behave professionally and with responsibility to meet the requests of customers and other employees within the scope of their own responsibilities and at maximum level of professionalism, working effectively and efficiently to reach their own objectives as well as the management's and the Bank's objectives and to meet customers' requirements,

k) Inform customers on the benefits and risks of products and services offered to them,

l) Offer unbiased and fair service to their customers receiving similar services, looking neat and clean in conformity with the reputation of the banking profession and also with the awareness that they represent the Bank,

m) Ensure awareness of their liability to be accountable regarding their duties when providing services,

n) Avoid all kinds of actions that may be perceived as harassment, including  psychological harassment (mobbing), 

o) Avoid all kinds of actions and behaviors that may harm the Bank, their profession and personal reputation (e.g. showing attention to this in their private life).

 The Bank does not tolerate verbal or physical intimidating and offensive behavior that leads to a hostile work environment, neither any discrimination between employees due to race, sex, religion, national origin, disability or such as various reasons.

 The Bank shall not tolerate sexual harassment of any employee or customer by any employee, customer or by a third party on the Bank’s premises.

 The Bank shall continue to introduce internal regulations requiring that of its employees to work in compliance with the abovementioned obligations.

 18. Relations with Suppliers

Contracts will all natural and legal persons that the Bank buys products/services from are signed in accordance with existing laws, related regulations and the Bank's procedures.

 The Bank has adopted principally to buy all products and services it requires to carry out its activities from suppliers that perform their obligations with appropriate quality and under competitive conditions, act in accordance with existing laws and regulations, and obey competition laws.

 A fair and equal competitive environment is created for suppliers that become candidates to provide products and services required by the Bank. While selecting among suppliers, it is essential to make an objective selection and not to create a situation that may form an impression that privilege is restored to any supplier. Employees cannot request personal benefits such as special services or discounts from the suppliers they work with.

 All information collected about the suppliers in the selection of the product/service procurement process -whether or not a business relation is established- are regarded as commercial information, and utmost attention is shown for their confidentiality as required. Suppliers are also expected to show utmost attention regarding the matter.

 19. Non-Conformities and Sanctions: In the event that an employee of the Bank is identified to be involved in a transaction or activity against the Code of Ethics and Professional Conduct, necessary sanctions are imposed within the framework of Discipline Procedures. The fact that actions in breach of the ethical principles also constitute a crime by law does not eliminate the requirement of applying sanctions by the Bank.

  BANK'S RELATIONS WITH PUBLIC ORGANIZATIONS AND INSTITUTIONS

20.  The Bank, in its relations with public organizations and institutions, adheres to the principles of honesty, accountability and transparency, and shows utmost care for the correct, complete and timely communication of the information, documents and records that the public organizations and institutions may request for supervision and control purposes in accordance with the local relevant laws and regulations.

21. The Bank carries relations with the state and the state organizations through authorized officers at these institutions assigned exclusively for these duties.

IMPROVEMENT OF BANKING ETHICS

22. Whistle-Blowing Policy

22.1. The Bank encourages "whistle-blowing" for detecting a fraudulent behavior.  Employees are required to report circumstances when they witnesses any form of wrongdoing or unethical behavior, even when a senior manager or colleague is involved.

"Whistle- blowing" policy cover the following:

• Breach of Code of Ethics,
• Non-compliance with the Bank's policies and procedures,
• Breach of laws or regulations,
• Instances of bribery or corruption,
• Instances wherein the reputation of the Bank is at stake.

22.2 Employees are protected under this policy when they report incidents in good faith. 

22.3 Employees are prohibited from:

a) Retaliating against an Employee who reports in good faith any violation, 

b) Hiding/keeping/altering leading information about any breach or violation that should be reported as per “Whistle Blowing” policy,

c) Threatening, harassing, demoting, suspending, or in any other manner discriminating against a whistle-blower employee.

22.4. The Bank will investigate all matters raised.

22.5. The Bank will make sure that the name of the "whistle-blower" is kept confidential and shall remain anonymous unless formal agreement is obtained from him/her. In normal cases, the related matter will not be reported to the authorities until a full investigation has taken place and the “whistle-blower” is duly informed.

22.6. This policy does not cover "personal grievances" and matters relating to "Human Resources Department," for which separate policies are implemented. 

23. Violation Notifications

23.1. If the person that acts in breach is the manager of the employee to notify the violation, or if a manager is notified about such an instance, the employee shall report the incident directly to the Human Resources Department in case it is in the form of “a personal complaint”, or to the Internal Audit Department in case the incident is “related to the institution”.

23.2. In order to ensure protection of the reputation of the Bank, it is the personal responsibility of all employees to report breaches of the Code as per applicable procedures. Suspicious activities concerning money laundering and financing of terrorism must be reported only and directly to the Compliance Officer (Compliance Department).

 24. The Bank management is always open to employees' opinions and suggestions for the continuous development of Code of Ethics and Professional Conduct. The Bank may share the approved amendments and improvements with other banks through the Banks Association of Turkey.

COMPLIANCE WITH LAWS

25. Observation of Laws and Regulations: The employee is responsible for being aware of all laws and regulations affecting the Bank's activities. The Compliance Department and the Internal Audit Group will support employees on this issue. Employees are also responsible for observing these laws and regulations and to make legislations an integral part of internal regulations regarding the Bank's products and services. Services and products that are not deemed appropriate by the regulatory authorities cannot be offered to customers even though they may be profitable to the Bank.

 VALIDITY

26. This document covering ethical values enters into force with the approval of the Board of Directors.