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Information Policy


Purpose and Scope

The fundamental purpose of KARSUSAN KARADENİZ SU ÜRÜNLERİ SANAYİİ A.Ş. (“KARSUSAN” or “Company”) Information Policy is to provide complete and accurate information on the Company activities, past performances and future expectations in line with the Corporate Management Principles published by the Capital Markets Board (CMB), the “Communique on Principles Regarding Public Disclosure of Material Events” with Serial:VIII, No: 54 by CMB as well as the relevant regulations.

KARSUSAN Information Policy was established on the basis of the Capital Markets Regulation, Turkish Commercial Code, Capital Markets Board (CMB), Istanbul Stock Exchange (ISE) regulations and the CMB Corporate Management Principles and approved by the Board of Directors.

The Information Policy includes all related companies and their employees, as well as the consultants operating under the body of KARSUSAN, and regulates the written and verbal communication of KARSUSAN with the capital markets parties.

Authorization and Responsibility
KARSUSAN Information Policy was established by the Board of Directors. Supervision, monitoring and development of the Policy is under the authority and responsibility of the Board of Directors.

The Shareholder Relations Unit is responsible for monitoring and observing all matters regarding the function of public disclosure. The Shareholder Relations Unit performs this duty in close cooperation with the Supervisory Board and the Board of Directors.

KARSUSAN Information Policy is based on transparency and equality, and adheres to KARSUSAN’s Ethical Rules in all matters concerning public disclosure.

The necessary infrastructure, including the technological infrastructure of the Company, has been established to ensure adequate and effective informing of the public.

Means of Information Distribution
The following means of information distribution are used to transfer internal and non-internal information to third parties. These channels may be utilized for the purpose of detailing the notifications within the scope of Material Event Disclosures, as well as the transmission of external information to third parties.

The scope of Material Event Disclosures is observed in any disclosure provided in addition to prior Material Event Disclosures regarding a development or incident previously announced via Material Event Disclosures.

  • Material Events Disclosure Forms
  • Periodical Financial Statements
  • Annual Report
  • Corporate Website (www.karsusan.com.tr)
  • Announcements and interviews via written and visual media – announcements rendered via data distribution organizations
  • Notices and announcements made by the Turkish Trade Registry Gazette, daily newspapers (amendment of the articles of association, prospectuss, circulars, ordinary/extraordinary general assembly calls, notices approved by CMB, etc.)
  • Meetings, teleconferences or individual meetings with shareholders, potential and existing investors, analysts and capital markets experts as well as information and promotion documents prepared for capital markets participants
  • Information and announcements made by telephone, mobile phone, electronic mail, fax and similar means of communication

Material Events Disclosure
Material Events Disclosure refers to the information disclosed to the public as “Internal Information Subject to Disclosure Obligation”, as well as the information announced as per the “Communique on Principles Regarding Public Disclosure of Material Events” issued by CMB regarding the constant information.

The material events disclosures are prepared to help existing investors and potential investors decide for investments with equal access to the information in a clear, understandable, adequate manner, free of misleading expressions.

They are not used for the purposes of advertisement, public relations, and the marketing of Company activities or capital markets tools.

In the material events disclosures, the Company takes necessary measures to ensure the confidentiality of internal information.

They are announced on the corporate website latest on the business day following the public disclosure. Such statements are archived on the website for at least 5 years.

Material event disclosures are sent to the KAP (Public Disclosure Platform) system with electronic signature as per the relevant regulations of ISE and CMB.

Persons Authorized for Public Disclosures
The material events disclosures of KARSUSAN are prepared by, or under the supervision of, the Shareholder Relations Unit. They are signed by the members authorized by the Board of Directors.

Measures to Ensure Confidentiality of Internal Information
The Company or the real or legal entities acting on behalf of the Company prepare a list of persons with access to internal information, who report to them and work under a labor contract or otherwise, within the framework of the “Communiquee on Material Events Disclosures to Public” issued by CMB.

The list of persons with access to internal information is updated after any change to this list. It is notified to the relevant public institutions and organizations upon request.

It is essential to provide written information on protection of internal information to persons in the list. The Company ensures that the listed persons are informed of such inclusion, accept the obligations in the laws and regulations relating to internal information and are aware of the penalty for abuse and misuse of such information.

During the use of internal information by individuals with access to such information for the purpose of performing their duties relating to the partnership or the conduct of business on behalf of the partnership, the disclosure of internal information to internal and external persons, excluding the persons under obligation to keep such information confidential, constitutes an unauthorized disclosure. In such cases, the information contained in the unauthorized disclosure must be notified to the public.

The disclosure of information to attorneys, independent auditors, tax consultants, credit institutions, financial institutions, etc. who are under obligation of confidentiality, does not constitute unauthorized disclosure of information, provided that such entities must access such information during performance of their duties. For this purpose, the person gaining access to such information must be under obligation to safeguard the confidentiality of information as per the legal regulation, articles of association or a special contract.

The company will take all necessary measures to prevent unauthorized access to information in line with information security. The confidentiality agreements with third parties are also among the Company’s measures.

In the event of intentional or unintentional disclosure of internal informationwith or without authorization, in violation of the confidentiality obligation, a Material Event Disclosure will be made immediately on such matter.

With respect to disclosures made to a limited number of individuals, such as press meetings, promotional meetings and investor information meetings, the disclosure will be made, if it is intentional, and without delay in other cases.

Postponement of Disclosure of Internal Information
KARSUSAN may postpone disclosure of internal information to protect its legal rights and interests as per the provisions of the “Communiquee on Material Events Disclosures to Public” issued by CMB, provided that it assumes the responsibility.

After the reasons for such postponement are no longer valid, the internal information in question will be announced to the public in accordance with the regulations of CMB, together with the reasons of such postponement.

Statements on News and Rumors
The news in the press regarding our Company are monitored on a daily basis by the relevant unit.

The Company provides statements on the news in the press that do not originate from the Company, which may influence the investment decision of investors and the value of capital markets instruments, which conflict with the previous public disclosures, as well as the accuracy and adequacy of such news and rumors.

Such statements made without any instigation, notice or request from CMB or the relevant stock exchange indicates whether the relevant news or rumors are accurate and adequate.

If the news or rumors in question are about an internal information the public disclosure of which was postponed, the decision to continue the postponement resides with the Company.

No material event disclosure will be made if the news or rumors consists of information previously disclosed to the public via material event disclosures, prospectuses, circulars, announcements approved by the Assembly, financial reports, etc., and contains no additional information.

If the CMB or ISE requires a disclosure on the news or rumors, a material event disclosure will be provided within the required context.

The monitoring and observation of news and/or rumors on the press regarding our Company may be outsourced to media monitoring firms. 

Public Disclosure of Financial Statements and Authorized Persons
KARSUSAN issues the consolidated financial statements and notes (“consolidated financial statements”) and announces to the public by reporting them to ISE in quarterly periods in accordance with the International Financial Reporting Standards (“IFRS”) within the scope of the CMB Regulations.

The consolidated financial statements announced to the public are subject to limited audit in the semiannual period ending in June 30, and to independent audit within the accounting year ending in December 31 as per the relevant regulations. The inspection and audit are conducted according to the International Audit Standards (“IAS”).

The consolidated financial statements are approved by the Board of Directors by consulting the Supervisory Committee and sent to ISE with the signatures of one Board Member responsible for preparing the financial statements and one acting manager along with the state of responsibility prepared in accordance with the CMB regulations. A copy of the financial statements is sent to the CMB.

The consolidated financial statements are made public within the periods specified by CMB.

The consolidated financial statements, following their announcement at ISE, are posted on the corporate website with easy access for users and archived for a period of 5 years.

The other financial statements prepared by the Company as per the legal regulations are sent to ISE simultaneously with the relevant authorities and in line with the CMB regulations.

The annual consolidated financial statements are announced in the Turkish Trade Registry Gazette each year after the general assembly meetings. The dividend distribution policy is included in the activity report and posted on the corporate website.

In the process of preparing consolidated financial statements, maximum care is exercised in preparation and control of such statements and safeguarding the confidentiality of draft financial statements.

Annual Report
KARSUSAN Activity Report is prepared in accordance with the Capital Markets Regulation and CMB Corporate Management Principles, approved by the Board of Directors and sent to Borsa Istanbul (BİAŞ) with the consolidated financial statements.

The financial report is posted on the corporate website (www.karsusan.com.tr) and archived for 5 years.
The capital markets participants may attain the printed activity reports from the shareholder relations unit.

Corporate Website
The corporate website and domain of KARSUSAN is www.karsusan.com.tr.

The corporate website can be used effectively to access all information on KARSUSAN electronically. Prospectuses, public circulars, documents regarding the general assembly meetings, articles of association, annual activity reports, details on share performance and similar details that the investors may need are published and updated on the corporate websites.

The financial reports and Material Event Disclosures prepared for each period will be published on the corporate website on the next business day following the initial publication.

The introductory meetings with certain group investors, brifings and the presentations and reports used in press meetings will be conveyed to the small investors upon request as soon as possible (via electronic mail). Small investors may relay such requests to the Company via telephone, electronic mail or facsimile.

Press Releases
The press releases/bulletins prepared by KARSUSAN to inform the public or for corporate communications are prepared by the Shareholder Relations Unit by receiving support on matters requiring expertise. All requests from the press are responded within 10 days at the latest.

Interview Requests
No phone interviews are accepted, the demands received are conveyed to the Shareholder Relations Unit and a date is set by the relevant unit for a face-to-face interview.

Questions sent via electronic mail are answered under the responsibility of the Shareholder Relations Unit.

Disclosure of Future Expectations and Goals
KARSUSAN may, if deemed appropriate, announce the company’s future information, expectations, estimations, goals, assessments and opinions in written or verbal form.

Written disclosures include the basis for the relevant expectations, the underlying facts and data. It is explicitly stated that the actual results may be significantly different from the expectations due to possible risks, uncertainty and other factors.

In the event that the future expectations and estimates made public are not realized or it is understood that they cannot be realized, the revised information and the related reasons are announced to the public in statements and reports.

Informing the Investors and Analysts
Within the framework of KARSUSAN Information Policy, the process of informing the investors and analysts is managed by the Shareholder Relations Unit. The requests of persons/organizations for information about KARSUSAN are evaluated, and investor and analyst briefing meetings are held.

The matters directly concerning Company activities, such as the ongoing projects of KARSUSAN, medium and long term strategies, etc. are explained to the media in meetings by adhering to the material event disclosures. The principle of equality is observed in invitation of parties to the meetings. Venues with easy access are preferred to ensure highest attendance.

Furthermore, KARSUSAN may attend the meetings organized by local and international financial institutions to promote the company to the current and potential investors.

The press file contains a summary of the meeting and press bulletin prepared for the press members to use in the news. Parties that could not attend the meeting may request the press files to be sent to their address.

The press meetings, conferences, teleconferences and announcements are rendered by executives authorized to speak in the name of the company.

Special care is exercised to ensure that the presentations and all written materials are all in the same standards. The information provided in the presentations is based on the quarterly reports. The information on financial status is announced to the public by adhering to the subjects and details specified in the legal regulations. To avoid incorrect and unauthorized disclosure, no opinion is expressed on the undisclosed financial details of the company, such information is not discussed, and questions on such details are not answered pursuant to the confidentiality principle.

KARSUSAN considers the analyst reports prepared for the KARSUSAN as the property of the respective analyst firm. Analyst reports and income models are not revised, confirmed or approved by KARSUSAN.

Identifying Individuals with Administrative Responsibilities
The criteria stipulated in the “Communique on Principles Regarding Public Disclosure of Material Events” are taken into account in identifying persons with administrative responsibilities in the company.

Persons with partial access to information on the Company without full access to the whole of the information are not considered as persons with access to internal information.

All transactions conducted by the persons with administrative responsibility and their relatives regarding the shares representing the Company capital and the other capital markets instruments based on the shares are notified to the relevant stock exchange by the person making the transaction.

Effective Date
The provisions of this policy has entered into force as of 12.12.2013 by the resolution of the Board of Directors dated 12.12.2013 numbered 2013/30.

Supervision
The provisions of this policy are enforced by the Shareholder Relations Unit and supervised by the Supervisory Committee.