1. Scope & Purpose
This policy document sets forth the practices for the disclosure of information and documents related to activities that are not "Inside Information" and "Trade Secret" and known to the members of the Board of Directors of Ziraat Gayrimenkul Yatırım Ortaklığı A.Ş (“Ziraat GYO” or the “Company”), senior managers and employees, and that consists of electronic records and data and is legally safe to disclose.
Ziraat GYO implements a policy of informing shareholders and stakeholders of all activities of the company management in an equal, transparent, complete, accurate, timely and understandable manner in accordance with the provisions of the Capital Markets Legislation and other laws.
2. Authority and Responsibility
The Disclosure Policy is prepared and approved by the Boards of Directors of the Company in line with the CMB's Corporate Governance Principles. The Board of Directors is responsible for the implementation, improvement and monitoring of the Disclosure Policy. The Investor Relations Department is responsible for the implementation and follow-up of these policies approved by the Board of Directors of the Company. In case of a change in the disclosure policy pursuant to the Corporate Governance Principles, the issues changed and the reasons for the changes are posted on the Ziraat GYO corporate website after obtaining the approval of the Board of Directors.
3. Method and Tools
Ziraat GYO will use the following methods and tools for public disclosure, within the framework of the Turkish Commercial Code, Capital Markets Legislation, BİAŞ and its provisions, following the public offering process and the trading of its shares in Borsa İstanbul A.Ş ("BİAŞ").
• Material event disclosures submitted to the Public Disclosure Platform (KAP) (www.kap.gov.tr),
• Financial statements, independent audit reports and footnotes, statements, annual and interim activity reports submitted to KAP periodically, (The aforementioned reports are currently published on the corporate website of our Company, which can be accessed at any time.)
• Explanation notes, circulars, announcement texts and other documents that need to be issued in accordance with the provisions of the capital market legislation,
• Corporate website (www.ziraatgyo.com.tr)
• Announcements and notifications made via the Turkish Trade Registry Gazette and newspapers,
• Press releases via written and visual,
• Statements made to data distribution organizations such as Reuters, Foreks, Matriks, Bloomberg,
• Information and promotion meetings prepared for investors,
• Providing information and discussion meetings with Capital Market participants face-to-face or via telephone, video conference, e-mail, telefax, etc. communication tools.
4. Material Event Disclosures
Following the start of trading of Ziraat GYO shares in BİAŞ, Material Event Disclosures will be announced on the corporate website of our Company (www.ziraatgyo.com.tr) at the latest the next business day after they are sent to the KAP system, within the knowledge of the Board of Directors and with the approval of the personnel authorized to sign. These disclosures will be posted on the corporate website for a period of five years.
Material event disclosures will be prepared by the Investor Relations Department of our Company. This department will also be in charge of overseeing and monitoring all matters related to public disclosure.
a. Public Disclosure of Insider Information
Insider information will be disclosed to the public in accordance with the CMB's Material Event Disclosures Communiqué (II-151). Information to be disclosed to the public as a material event disclosure will not be announced to certain investors or interested parties before the disclosure is made.
b. Measures Taken to Conceal Material Events Until Public Disclosure
In order to ensure confidentiality during the periods until the disclosure of material events to the public, those who have access to insider information will be informed about their responsibilities arising from the relevant legislation.
c. Postponement of Public Disclosure of Insider Information
Ziraat GYO, under its own responsibility, may defer the public disclosure of insider information to avoid damage to their legitimate interests provided that such avoidance does not result in misleading the investors and it is capable of maintaining the confidentiality of such information. Postponing the public disclosure of insider information in our company is subject to the decision of the Board of Directors or the written approval of the person authorized by the Board of Directors. As soon as the reasons for deferring the public disclosure of insider information no longer exist, such information will be disclosed to the public in accordance with the legislation. In the statement to be made, the decision to postpone the disclosure and the reasons behind it will be stated.
5. Public Disclosure of Financial Statements
Our company's information policy aims to ensure that shareholders and all stakeholders can access the financial statements in the fastest and easiest way possible. The financial statements of the company are prepared in accordance with the Capital Markets Board's Communiqué on Financial Reporting in Capital Markets and Turkish Accounting Standards/Turkish Financial Reporting Standards published by the Public Oversight Authority. Six-month review and annual financial statements are subject to independent audit. The financial statements, footnotes and independent auditor report submitted to the approval of the Board of Directors with the approval of the Audit Committee in accordance with the Capital Markets legislation will be announced through the public disclosure platform following the public offering, together with the duly confirmed statement of responsibility. In addition to the foregoing, the financial statements and footnotes will be announced to the public on the Company's corporate website (www.ziraatgyo.com.tr) and the e-COMPANY information portal at the Central Registry Agency (MKK) until the next business day, at the latest.
6. Annual Reports
The content of our company's interim and annual activity reports and the Board of Directors Activity Reports are prepared by the Investor Relations Department in accordance with international standards, the Capital Markets Law, the CMB Corporate Governance Principles and the Regulations of the Ministry of Customs and Trade on Determining the Minimum Content of the Annual Reports of the Companies.
After the annual reports are prepared, they are first approved by the Audit Committee and then by the Board of Directors. Currently, the annual activity reports published on our Company's corporate website will also be disclosed to the public via the Public Disclosure Platform following the public offering, and will also be available on the e-COMPANY information portal at MKK. Annual and interim activity reports, in which the activities of the Company during the year and/or the period are summarized to the shareholders, contain all kinds of information that should be disclosed to the shareholders, from the important decisions taken for the Company to the changes in the management. Following the public offering, a compliance report including corporate governance principles will also be included in these reports.
7. Corporate Website
Ziraat GYO Web Site (www.ziraatgyo.com.tr) has been prepared in accordance with the Corporate Governance Principles, the Regulation on the Internet Sites to be Opened by Capital Companies and the Turkish Commercial Code. The corporate website of the company is actively used to inform the public.
8. Informing Investors
Following the public offering process, simultaneously with the disclosure of the annual and interim financial statements and activity reports of our Company on the public disclosure platform, the presentations, information meetings, press conferences, tele-conferences and one-to-one meetings, in which the results of the activities for the relevant period are evaluated will be announced to investors as early as possible. Presentations and/or explanatory notes prepared for these meetings will be published on our Company's corporate website (www.ziraatgyo.com.tr) simultaneously with these meetings, in order to ensure that all shareholders have access to the relevant documents at the same time.
In addition to information and evaluations regarding the past periods, future expectations and evaluations may also be included in the presentations within the framework of our Company's general strategy and budget data.
Press conferences and statements are made by members of the Board of Directors or executives authorized to make statements on behalf of the Company.
9. Monitoring News and Rumors
In case news or rumors in the media, in the market or on the internet published Following the public offering process that do not originate from our Company which may affect the investment decisions of existing and potential investors or the prices of capital market instruments, and material event disclosures, prospectuses, announcement texts approved by the CMB, financial reports and other public disclosure documents have a different content from the information announced to the public, a material event disclosure will be made without waiting for any warning, notification or request by the CMB or BİAŞ, as to whether they are correct or sufficient or not.
The same method will be followed in cases where information published in the press and media that do not create a material event disclosure obligation in accordance with the CMB legislation, but are deemed appropriate by the Company's senior management to make a statement regarding the aforementioned news and rumors.
10. Identification of Persons with Administrative Responsibility
Members of our company's management or auditing bodies, and persons who, although not members of these bodies, have regular access to inside information related to the Company, directly or indirectly, and who have the authority to make administrative decisions that affect the future development and commercial goals of the Company, are defined as persons with administrative responsibility according to the capital market legislation.
While determining the persons with administrative responsibility in our company, the duties of the persons in the organization and the content of the information accessed by these persons are taken as criteria. In this framework, Members of the Board of Directors, General Manager and Assistant General Manager are defined as persons with administrative responsibility. In addition, if there are managers with the qualifications specified in the relevant legislation, they are also defined as persons with administrative responsibility.