ANTI-BRIBERY, ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING POLICY

Consolidated Company Policy – Revision No. 01 | Date: November 2025

1. PURPOSE AND SCOPE

This Policy establishes the standards and obligations of the Company (HGG İnşaat A.Ş. and its subsidiaries and affiliates) with regard to the prevention of bribery, corruption, and money laundering across all of its operations. The Company is committed to conducting its business activities with integrity, in accordance with the highest ethical standards, and in full compliance with applicable national and international legislation.

The purpose of the Policy is to provide principles and guidance regarding AML/CFT requirements and risks and to meet the following objectives:

(a) Prevent the abuse of the Company’s resources for Money Laundering (ML) and/or Financing of Terrorism (FT);
(b) Meet applicable legal requirements and international standards in jurisdictions where the Company and its Counterparties operate;
(c) Mitigate any reputational risk;
(d) Guard against establishing any relations or undertaking any transaction that may relate to or may facilitate ML and/or FT or any other illicit activity.

This Policy is binding on all employees, members of the Board of Directors, affiliates, subsidiaries, joint ventures, and third parties – including but not limited to representatives, subcontractors, consultants, suppliers, contractors and intermediaries – acting on behalf of or in the name of the Company. Third parties with whom the Company engages in commercial activities are equally expected to conduct themselves in a manner consistent with these principles.

Any situation that may jeopardize compliance with this Policy must be reported immediately through the channels set out in Section 6.

2. DEFINITIONS

For the purposes of this Policy, the following terms shall have the meanings set out below:

TERM	DESCRIPTION
Bribery:	The act of offering, promising, soliciting, or accepting any benefit – whether financial or non-financial, tangible or intangible, direct or indirect – in order to perform, delay, accelerate, or refrain from performing a duty, or to otherwise influence a person's conduct in violation of applicable law.
Corruption:	The misuse of entrusted authority or power for private gain, including the unlawful solicitation, offering, or acceptance of any monetary or non-monetary benefit.
Facilitation Payment:	A typically small, informal, and unlawful payment made to a public official to expedite or secure the performance of a routine governmental action.
Money Laundering:	The conversion, transfer, or concealment of property derived from criminal activity, with the intent to disguise its illicit origin.
Financing of Terrorism or Terrorist Financing (FT):	The commission of any offense specified in Articles 3 and 4 of Law No. 6415 on the Prevention of the Financing of Terrorism and in Article 2 of the International Convention for the Suppression of the Financing of Terrorism.
Benefit:	Any tangible or intangible, direct or indirect advantage of economic or non-economic value, including but not limited to cash, gifts, hospitality, discounts, travel, employment or internship opportunities, donations, sponsorships, loans, or preferential commercial arrangements.
Illegal Benefit:	An advantage derived from a breach of duties or responsibilities, intended to benefit an associated party.
Business Partners / Third Parties:	Any supplier, contractor, subcontractor, dealer, distributor, intermediary, agent, representative, or consultant acting on behalf of or in connection with the Company.
Politically Exposed Persons (PEPs):	Individuals currently or formerly (within the preceding three years) entrusted with prominent public functions – including heads of government, ministers, members of parliament, senior judicial officials, ambassadors, central bank board members, senior military officers, and senior executives of state-owned enterprises – as well as their family members.
Public Officials:	Employees of any public institution or state-owned enterprise; candidates or members of any political party; persons holding legislative, executive, or judicial authority; and judges, jury members, or officials of national, international, or supranational courts or arbitration tribunals.
Donation:	A monetary or in-kind contribution made without expectation of return, to individuals or organizations, within the scope of social responsibility initiatives and in the public interest.
Sanctions and Prohibited Lists:	Lists issued by national or international authorities identifying countries, organizations, or individuals subject to trade restrictions or prohibitions.

3. GENERAL PRINCIPLES

3.1. Anti-Bribery and Anti-Corruption

The Company adopts a zero-tolerance stance towards all forms of bribery and corruption. This commitment applies without exception to all geographies in which the Company operates and regardless of local customs, traditions, or business practices. No employee or third party acting on behalf of the Company may offer, give, request, or accept any benefit – directly or indirectly – that constitutes or could be perceived as bribery or corruption.

In line with this commitment, all employees are expected to:

• Refrain from offering, accepting, or facilitating bribes in any form, whether for personal gain or on behalf of the Company;
• Not offer or provide something of value to public officials, directly or through third parties, with the intent of influencing their decisions or actions;
• Record all transactions accurately, transparently, and in full compliance with applicable accounting standards;
• Comply with all relevant local and international anti-bribery and corruption legislation;
• Conduct themselves in a manner that could withstand ethical scrutiny if disclosed to third parties or the public.

Examples of items that may constitute "something of value" include, but are not limited to:

• Purchases directed to a specified company;
• Accommodation, entertainment, or event tickets;
• Employment, internship opportunities, or scholarships offered to designated individuals;
• Loans or financial assistance;
• Medical treatment or healthcare benefits.

3.2. Facilitation Payments

The Company strictly prohibits facilitation payments in any form, regardless of the amount involved or the name under which they are made. This prohibition extends to payments made through third parties or from employees' personal funds.

3.3. Anti-Money Laundering

All employees and business partners must act in full compliance with applicable anti-money laundering laws and regulations in every jurisdiction in which the Company operates. No employee, executive, or business partner may engage in, facilitate, or knowingly benefit from any money laundering activity.

Warning signs that may indicate money laundering include, without limitation:

• Requests for payment to or from third parties with whom the Company has no contractual relationship;
• Money transfers to or from countries unrelated to the transaction being performed;
• Counterparties that are unwilling or unable to disclose their ownership or shareholding structures transparently.

3.4. Employment of Public Officials and PEPs

Recruitment decisions involving public officials and politically exposed persons are made strictly in accordance with the Company's standard human resources procedures, on an equal and fair opportunity basis. Such individuals may only be engaged if the following conditions are all satisfied:

• Remuneration and additional benefits are determined on a fair and objective basis;
• The candidate possesses the professional background and qualifications required for the role;
• The engagement cannot objectively be construed as having been made for the purpose of obtaining an illegal benefit.

3.5. Gifts and Hospitality

Gifts and hospitality may only be offered or accepted within reasonable and justifiable limits, solely for the purpose of maintaining or developing legitimate business relationships. Such activities must never be used to influence decision-making processes or create any expectation of reciprocity. All gifts and hospitality must be properly documented, must not be recurring in nature.

3.6. Donations, Sponsorships and Political Activities

The Company may undertake donation and sponsorship activities in the regions where it operates as part of its social responsibility commitments. However, no donation or sponsorship may be used – directly or indirectly – as a means to secure any undue advantage or to promote corrupt conduct towards public officials or politically exposed persons. All such donations and sponsorship activities must be transparently documented.

Employees are free to engage in political activities on a personal and voluntary basis, outside of working hours and using only their own resources. The use of Company assets – including funds, vehicles, offices, or staff time – for political purposes is strictly prohibited. No financial or equivalent support may be provided to any political party or representative on behalf of the Company.

3.7. Transparency of Accounting Records

Irrespective of any connection to bribery, corruption, or money laundering, the inaccurate or non-transparent maintenance of financial records constitutes a violation of the laws of many jurisdictions. All accounting transactions, invoices, and payment documents must include clear and detailed explanations and be accompanied by appropriate supporting documentation. Every transaction must be recorded in a manner that allows any reviewer to readily understand its nature and purpose. Any alteration of accounting or commercial records that misrepresents the character of a transaction is strictly prohibited.

4. THIRD-PARTY RELATIONSHIPS AND DUE DILIGENCE

The Company recognizes that the risk of such violations may be elevated in the context of third-party relationships and therefore requires that risk-based controls be conducted prior to entering into any business relationship with a new third party. In addition to general sector-wide knowledge of the third party, due diligence may include requesting disclosure of financial information, such as statements from associated banks and/or other financial institutions. Where further information is required, this may be obtained through open-source research or from credit-rating institutions, depending on the market. The Company takes required measures to avoid all forms of money laundering involving the proceeds of crime and does not interact with third parties about whom Company Members do not have sufficient information.

Employees are aware that, after a contract is signed with a third party, at any time during the course of the business relationship, if any unusual circumstances – such as those not sufficiently explained to the Company by the relevant business units (such as risks of money laundering, bribery, corruption, etc.) – are identified, they must consult with the Legal Department and follow its guidance.

Warning signs that may indicate bribery or corruption risk in third-party relationships include, without limitation:

• Payment of excessive commissions to third-party agents or consultants;
• Consulting arrangements with vaguely defined or unverifiable scope of services;
• Conduct business with shell companies or on their behalf;
• Requests for payment to bank accounts held in jurisdictions identified as tax havens.

5. ROLES AND RESPONSIBILITIES

The Board of Directors is responsible for the overall oversight of this Policy. The Legal and Finance Departments share joint responsibility for communicating the requirements of this Policy to employees, maintaining an effective internal control environment, and ensuring the Policy is updated periodically in line with changes in applicable law and Company practice.

Each employee shall be subject to training on this Policy at regular intervals. Training sessions are also conducted when there is a change in the Policy or when a new regulation is implemented. All new employees are informed about this Policy as part of the hiring process and are provided with a copy of the Policy. The planning and record-keeping of such training are the responsibility of the Personnel and Administrative Affairs Department.

Failure to comply with this Policy may result in disciplinary action, including termination of employment, as well as potential civil or criminal consequences under applicable law.

6. REPORTING OF BREACHES

Any conduct by an employee or third party that is contrary to this Policy or applicable legislation may cause serious reputational and legal harm to the Company. All employees and third parties engaged in a business relationship with the Company are therefore required to report any actual or suspected non-compliance promptly, through one of the channels listed below.

Each employee is entitled to contact the Legal or Finance Department Officers through the means of face-to-face meetings, interviews, telephone calls and electronic mail.

• ethics@hgg.com.tr
• +90 312 491 50 50

The Company strictly prohibits any form of retaliation against individuals who raise concerns in good faith.

All reports received are kept confidential unless there is a legal obligation to disclose the same.

If the breach also constitutes a violation/crime, it must be reported immediately to the relevant authority. A criminal complaint must be reported immediately upon detection of the crime, and no later than 24 hours thereafter.

7. BREACHES

Breaches of the policy and applicable laws may lead to disciplinary investigations, up to and including termination of employment, administrative fines, criminal investigation, imprisonment and/or lawsuit.

In the event of a situation causing a breach, a report is prepared by the legal counsel and the director of the relevant department or the project manager and submitted to the Board of Directors. The Board of Directors shall determine whether a breach has occurred and decide which sanctions to impose.

This Policy is approved by the Board of Directors.