Disclosure Policy

Purpose

The principal objective of Hacı Ömer Sabancı Holding A.Ş. (“Sabancı Holding” or the “Company”) is to become an attractive investment vehicle for potential investors while increasing value for its shareholders.

To this end, the management of Sabancı Holding has adopted as a principle the implementation of strategic plans and the sharing of their results with the public, shareholders, investors and capital markets professionals (together, “capital market participants”) on an equal basis, in a complete, fair, accurate, timely and understandable manner, within the framework of financial reporting standards and capital markets legislation.

With respect to public disclosure, Sabancı Holding complies with the capital markets legislation, the Turkish Commercial Code, the regulations of Borsa Istanbul A.Ş. (BIST) and other applicable regulations, and exercises utmost care to implement the principles set out in the Capital Markets Board (CMB) Corporate Governance Principles.

The Disclosure Policy sets out the principles governing the Company’s written and verbal communications with capital market participants and its public disclosures, and requires the Company’s employees and advisors to act in accordance with these principles.

The Disclosure Policy has been prepared pursuant to Article 17 of the Capital Markets Board’s (CMB) Communiqué on Material Events (II-15.1) and is announced to all stakeholders through the Investor Relations Website (yatirimciiliskileri.sabanci.com/en/) and the Public Disclosure Platform (PDP/KAP).

Authority and Responsibility

The Disclosure Policy has been approved by the Board of Directors. The monitoring, oversight and development of Sabancı Holding’s public disclosure and Disclosure Policy fall within the authority and responsibility of the Board of Directors. The Group Tax, Structure and Financial Regulations Directorate within the Finance Presidency has been assigned to oversee and monitor all matters relating to public disclosure.

In addition, the Investor Relations Directorate within the Finance Presidency may communicate on behalf of Sabancı Holding with respect to promoting Sabancı Holding to existing and potential investors, investment institutions, rating agencies and financial institutions in Türkiye and abroad; responding to information requests, including requests from analysts and finance professionals working at such institutions; and answering questions submitted within the scope of investor relations.

Public Disclosure Methods and Tools

Disclosures are made through disclosure tools such as material event disclosures, financial statements and reports, sustainability reports, annual reports, the website, presentations, investor meetings and teleconferences, information letters and analysis tables, press releases and the Turkish Trade Registry Gazette. Without prejudice to the provisions of the capital markets legislation and the Turkish Commercial Code (TCC), the principal public disclosure methods and tools used by Sabancı Holding are set out below:

• Material event disclosures and the general company information form submitted through the PDP,
• Financial statements, independent audit reports, interim and annual and/or integrated annual reports, and sustainability reports published on the PDP,
• The Corporate Governance Compliance Report and the Corporate Governance Information Form published on the PDP,
• Announcements and notices published in the Turkish Trade Registry Gazette
• Press releases made through printed, visual and digital media,
• Statements made to data distribution organizations such as Reuters, Foreks, etc.,
• The e-Company and e-GEM (Electronic General Meeting System) platforms of the Central Securities Depository of Türkiye (MKK),
• Information meetings and discussions, conferences and roadshows held in person or digitally with capital market participants in Türkiye and abroad,
• Investor presentations for the Holding and its business units, quarterly earnings teleconferences, presentations relating to such teleconferences, tables for the analysis of quarterly results, and quarterly earnings press releases,
• Information provided through the Investor Relations Website (yatirimciiliskileri.sabanci.com/en/), and digital assistants,
• Statements made through communication methods and tools such as telephone, mobile phone, e-mail, fax, etc.,
• Public disclosure documents required to be prepared under CMB regulations, such as prospectuses, issuance documents and announcement texts.

Depending on the nature of the disclosure, only one of these methods and tools may be used or, where necessary, more than one tool may be used.

Public Disclosure of Financial Statements

Sabancı Holding’s financial statements are prepared on a consolidated basis in accordance with Turkish Accounting Standards/Turkish Financial Reporting Standards (TAS/TFRS). Annual financial statements are disclosed to the public after being subject to an independent audit, and six-month financial statements after being subject to a limited review.

The financial statements are reviewed by the Audit Committee within the framework of the capital markets legislation and submitted to the Board of Directors. Once the statement of responsibility has been signed and following the approval of the Board of Directors, the financial statements, together with the independent audit report and accompanying documents, are disclosed to the public by submission to the PDP in accordance with CMB and BIST regulations and are published on the Investor Relations Website. Financial statements for prior periods are also accessible on the Company’s website.

Public Disclosure of the Annual Report

The annual report is prepared in accordance with the Turkish Commercial Code and its secondary regulations, the capital markets legislation and the Corporate Governance Principles. It is approved by the Board of Directors and disclosed to the public together with the financial statements. It is published on the Investor Relations Website (yatirimciiliskileri.sabanci.com/en/).

In addition, a quarterly activity report is prepared and published on the PDP and the Investor Relations Website within the period permitted under the capital markets legislation.

Public Disclosure of Material Events and Authorized Persons

Sabancı Holding’s material event disclosures are prepared by the Group Tax, Structure and Financial Regulations Directorate. The opinions of the Investor Relations Directorate and the Corporate Brand Management and Communications Presidency are obtained regarding the content and timing of the disclosure and, where deemed necessary, the guidance of the Chief Financial Officer (CFO) and the CEO is sought. Disclosures are signed electronically and disclosed to the public by submission to the PDP.

Material event disclosures are drafted in a timely, accurate, complete, direct, understandable and sufficient manner, free of misleading statements, so as to assist investors in their decision-making.

If any Sabancı Holding employee determines that material and specific information that has not previously been disclosed to the public has been inadvertently disclosed, he or she shall immediately notify the Group Tax, Structure and Financial Regulations Directorate. In such case, the Group Tax, Structure and Financial Regulations Directorate shall prepare an appropriate material event disclosure in line with the capital markets legislation and submit it to the PDP without delay. Where matters subject to material event disclosure are intended to be announced to the public through the press and media or other communication channels, a disclosure on the matter shall be made on the PDP without delay, prior to or simultaneously with such announcement.

Material event disclosures are made on the PDP in English simultaneously with the Turkish version; English disclosures include a disclaimer stating that the Turkish disclosure shall prevail.

Sabancı Holding publishes its material event disclosures in Turkish and English on the Investor Relations Website (yatirimciiliskileri.sabanci.com/en/) no later than the business day following the public disclosure, and keeps such disclosures on the website for a period of five years.

Persons Authorized to Make Public Disclosures

Apart from the notifications set out above, written and verbal information requests submitted by capital market participants or by any institution/person are evaluated by the Investor Relations Directorate. Depending on the content of the request, the response is provided by the Investor Relations Directorate in agreement with the Group Tax, Structure and Financial Regulations Directorate, following an assessment of whether the information constitutes a trade secret and whether, within the framework of the CMB Communiqué on Material Events (II-15.1), it is of a nature that may affect investment decisions and the value of capital market instruments.

Press statements made to printed and visual media and to data distribution channels such as Reuters, Foreks, etc. may only be made by the Chairman of the Board of Directors, the CEO, the CFO, the Presidents of Strategic Investments or the Presidents of Strategic Investments and Operations.

Other than the foregoing, unless specifically authorized, Sabancı Holding employees may not respond to questions from capital market participants. Information requests received are referred to the Investor Relations Directorate.

Persons Discharging Managerial Responsibilities and List of Persons with Access to Inside Information

Persons discharging managerial responsibilities are the members of the Board of Directors and persons who have regular access, directly or indirectly, to inside information concerning Sabancı Holding and who have the authority to take managerial decisions affecting the future development and business objectives of Sabancı Holding. Accordingly, persons not authorized to take managerial decisions are not considered persons discharging managerial responsibilities with continuous access to inside information.

In addition to the members of the Board of Directors, the persons who have regular access to such information and who are also authorized to take managerial decisions are the members of the Executive Committee listed in the signature circular and the President of Corporate Brand Management and Communications.

The list of persons with access to inside information is submitted to MKK pursuant to Article 7 of the CMB Communiqué on Material Events (II-15.1). Whenever there is a change in such persons, the necessary updates are made within two business days at the latest.

Persons included in the list of persons with access to inside information are informed of their obligations to keep confidential any inside information not yet disclosed to the public that they may obtain while performing their duties or conducting business and transactions on behalf of the Company, not to use such information for their own benefit or for the benefit of third parties, and not to disclose it to third parties without authorization, as well as of the consequences of any potential breach of the legislation. Sabancı Holding notifies the persons on the list electronically that they have been included in the list and informs them of the consequences of and sanctions for any potential breach of the legislation.

Communication with Capital Market Participants

Without prejudice to the provisions of Article 13, Sabancı Holding does not provide guidance regarding expectations for interim and annual operating results. Instead, within the framework of matters previously disclosed to the public, Sabancı Holding prefers to communicate to capital market participants the critical issues affecting its operating results, its strategic approach, and key elements that enable a better understanding of the sector and the environment in which it operates.

Unless otherwise specified in the Disclosure Policy, only persons authorized to make public disclosures may communicate with capital market participants on behalf of Sabancı Holding.

Feedback obtained through communication with capital market participants is regularly shared with senior management, and messages that senior management wishes to convey are communicated to such participants within the framework of publicly disclosed information and in observance of the principle of equal treatment.

News and Rumors

News and rumors about Sabancı Holding appearing in the press and media and on websites are monitored by the Corporate Brand Management and Communications Presidency and reported to the Group Tax, Structure and Financial Regulations Directorate. The Group Tax, Structure and Financial Regulations Directorate, after obtaining the opinions of the Investor Relations Directorate and the Corporate Brand Management and Communications Presidency, assesses whether such news and information may have an effect on the value and price of capital market instruments.

The CFO decides whether a material event disclosure is to be made within the framework of Article 9 of the CMB Communiqué on Material Events (II-15.1).

Sabancı Holding does not make any statement regarding market rumors and news that do not fall within the scope of Article 9 of the Communiqué on Material Events.

However, a disclosure is made, without awaiting any warning, notification or request from the CMB or BIST, as to whether news or rumors that are of such importance as to affect the value or price of capital market instruments or the investment decisions of investors, and that are being announced to the public for the first time or whose content differs from information previously disclosed to the public, are accurate or sufficient. In addition, a disclosure regarding rumors and news is made upon a request for confirmation from the CMB and/or BIST within the framework of the capital markets legislation, or where management decides that making a disclosure is necessary and more appropriate.

Where news or rumors relate to inside information whose public disclosure has been deferred, it is assessed whether confidentiality can be maintained and, if it is concluded that confidentiality cannot be maintained, the grounds for the deferral are deemed to have ceased to exist and a disclosure is made.

No statement is made regarding comments, analyses, assessments and forecasts based on publicly disclosed information.

When deciding whether to make a disclosure, the reach and prominence of the media outlet are taken into account in the assessment.

Deferral of Public Disclosure of Inside Information

Provided that this does not mislead investors and that confidentiality is ensured, Sabancı Holding may defer the public disclosure of inside information within the framework of Article 6 of the CMB Communiqué on Material Events (II-15.1) in order not to prejudice its legitimate interests; in such case, it informs the relevant persons of the deferral and takes measures to ensure confidentiality. The deferral is effected pursuant to the written approval of the CEO, the CFO, the President of Strategic Investments or the Presidents of Strategic Investments and Operations, as generally authorized by the Board of Directors. The written approval shall set out the effect of the deferral on the protection of legitimate interests, the fact that it does not create a risk of misleading investors, and the measures taken to protect the confidentiality of the information during the deferral period.

As soon as the grounds for deferring the public disclosure of inside information cease to exist, or if confidentiality cannot be maintained, a public disclosure is made in accordance with the legislation. The disclosure shall state the deferral decision and the grounds on which it was based.

Meetings and Discussions with Investors and Analysts

At Sabancı Holding, the Finance Presidency is responsible for the orderly conduct of relations with both existing and potential shareholders, for answering investor questions in the most efficient manner, and for carrying out activities aimed at increasing company value.

The Investor Relations Directorate within the Finance Presidency uses various instruments, such as roadshows, teleconferences, e-mails, analyst presentations and statements/announcements for direct communication, in order to increase Sabancı Holding’s recognition and attractiveness in the international investment arena, highlight its advantages compared with peer companies, and position Sabancı Holding as a preferred choice over other companies for institutions investing in international markets. Meeting requests from shareholders are responded to positively, and meetings are arranged at the highest possible level. Presentations and reports disclosed at investor information meetings and press conferences are published on the Investor Relations Website.

Sabancı Holding does not publish analyst reports on the Investor Relations Website (yatirimciiliskileri.sabanci.com/en/). Sabancı Holding does not review, verify, approve, assume responsibility for or distribute analyst reports or earnings models. However, upon request and in order to prevent the public from being misinformed, analyst reports may be reviewed, provided that only publicly available, historical information is used.

Public Disclosure of Forward-Looking Statements

In accordance with the Disclosure Policy, Sabancı Holding may from time to time disclose its forward-looking expectations to the public. Forward-looking statements may be disclosed subject to a resolution of the Board of Directors or the written approval of a person authorized by the Board of Directors. Such disclosures may be made at most four times a year, on the PDP, either as a material event disclosure or in presentation format. This limit may be exceeded in the event of a material change. Interested parties are informed that forward-looking statements shared with the public are based on certain assumptions and that actual results may differ. In the event of changes to forward-looking statements, or if it becomes apparent that they will not materialize, the public is informed without delay through the same channels. Where there is a material difference between previously disclosed forward-looking statements and actual results, the reasons for such difference are disclosed.

Quiet Period

In order to prevent asymmetric distribution of information and unauthorized disclosures regarding operating results, Sabancı Holding refrains from discussing financial results and other related matters with capital market participants during certain periods of the calendar year. This period is referred to as the “quiet period”. For Sabancı Holding, the quiet period begins on the day following the end of each three-month, six-month, nine-month and annual reporting period and ends at the close of business on the day on which the financial statements are disclosed to the public. During the quiet period, Sabancı Holding:

• Will not discuss Sabancı Holding’s financial position in one-on-one or group meetings with capital market participants, except for information already disclosed to the public,
• Unless deemed necessary and without prejudice to the provisions of the capital markets legislation, will not express any opinion on its operations and financial position,
• Will not answer questions posed by individuals or small groups, except with respect to publicly disclosed information on financial results, and will not make statements to such groups. Should such a situation arise, the relevant statements will be published on the website (yatirimciiliskileri.sabanci.com/en/).

Trading Prohibition

Irrespective of the quiet period, persons with access to inside or continuous information may not trade in Sabancı Holding’s capital market instruments during the period from the day following the end of the financial reporting periods for which a trading prohibition is prescribed under the capital markets legislation until the public disclosure of the relevant financial statements. The spouses and children of such persons, and persons living in the same household with them, may not trade during this period either.

Market Abuse Actions

Within the framework of the relevant provisions of the CMB Communiqué on Market Abuse Actions (VI-104.1), the Board of Directors takes and implements the necessary measures to ensure that persons with access to inside and continuous information do not use any confidential and/or trade-secret, non-public information about the Company for their own benefit or for the benefit of others, and do not provide false or misleading information or spread news about the Company.

Investor Relations Website (yatirimciiliskileri.sabanci.com/en/)

In public disclosure, the Investor Relations Website at yatirimciiliskileri.sabanci.com/en/ is actively used, as recommended by the CMB Corporate Governance Principles. Statements on the website do not replace the notifications and material event disclosures required to be made under the capital markets legislation. Access to all public disclosures made by Sabancı Holding is provided through the website, which is structured and organized accordingly. All necessary measures are taken to ensure the security of the website. The website is maintained in Turkish with the content and in the form prescribed by the Corporate Governance Principles. Material event disclosures, financial statements, annual reports and certain other information are also available in English. The announcement of upcoming General Assembly meetings, the agenda items, the related information document, other information, documents and reports relating to the agenda items, and information on the methods of attending the General Assembly are displayed prominently on the website. Efforts to improve the website are carried out on a continuous basis.