Corporate Governance

Articles of Association

Policies

Disclosure Policy

General Framework of the Disclosure Policy
İş Gayrimenkul Yatırım Ortaklığı A.Ş. (Is REIC) makes the statutory and all other types of disclosure of all financial information in compliance with the Turkish Commercial Code, the generally accepted accounting principles and the Corporate Governance Principles including mainly stipulations of the Capital Markets Law and the regulations introduced based on this Law. Accordingly, the Company has adopted a detailed information and public disclosure policy.
The basic purpose of the disclosure policy is to ensure the communication of the information and announcements of the Company other than its trade secrets to the shareholders, investors, employees, customers, creditors, suppliers, and all other relevant parties on a timely, accurate, complete, comprehensible, easy and the most economically accessible manner under equivalent conditions.
Pursuing an active approach on the adoption and implementation of the Corporate Governance Principles, Is REIC shows maximum effort for the realization of the requirements of the laws and principles and the best international practices pertinent with the public disclosure. The Company's Disclosure Policy has been prepared within the above-mentioned framework and approved and given effect by the Board of Directors.

Authority and Responsibility
Public Disclosure Policy has been prepared by the Board of Directors. At Is REIC, monitoring, supervising and improvement of the Public Disclosure Policy is under the final authority and responsibility of the Board of Directors. Investor Relations Department is in charge of the disclosure function. The executives of this department execute this responsibility in cooperation with the Corporate Governance Committee and the Board of Directors.

Works Conducted and the Methods and Instruments Employed for the Public Disclosure
Means and instruments employed in the public disclosure works conducted within the framework of the Capital Markets Law and pertinent regulations, Turkish Commercial Code and other laws and regulations have been listed below:

Financial reports and statements prepared quarterly in accordance with the regulations published by the Capital Markets Board ("the Board") are published at the Public Disclosure Platform (PDP) and the website of the Company within the stipulated legal periods. The relevant financial reports are disclosed with the statement of responsibility signed by the Board Members in charge of the financial reporting and the General Manager or the managers in charge of the financial reporting. Financial statements and activity reports provide the activities realized in the relevant period, the position of Is REIC in the market, its general performance and other important subjects. Financial statements and the annual activity report are also translated into English and published in the website of the Company.

Material event disclosures required to be made in accordance with the capital markets laws and regulations, are disclosed to the PDP within the due time. Although material event disclosures are in principal signed by the managers in charge of the management of the relations with the shareholders, they may also be submitted to the relevant authorities by being signed by the managers in charge of the managers of the relevant departments. Material event disclosures are also published in the Company's website at the latest on the next business day that follows the date of such disclosure. Material event disclosures are also translated into English and published in the website of the Company.

The Company staff having access to the internal information is informed about their responsibility stemming from the relevant laws and regulations until the disclosure of the material information to the public. A confidentiality clause is added to the agreements enacted with the persons and institutions that may have access to the internal information of the Company due to the character of the service provided by these persons and institutions.

Announcements and disclosures in cases such as the amendments to the Articles of Association, capital increase, etc. are executed in accordance with the clauses of the pertinent laws and regulations and the Articles of Association of the Company.

The information and documents related with the General Assembly of the Shareholders meetings are communicated to the shareholders also by means of the Electronic General Assembly Meeting System.

Annual activity report is prepared and submitted to the analysis of the shareholders in accordance with the regulations of the Capital Markets Board and other pertinent regulations prior to the general assembly meeting each year so as to cover the required information and explanations, and is published in the Company's website (www.isgyo.com.tr). Upon request, this report can also be provided from the Investors Relations Department of Is REIC in published form.

The relations with the printed and visual media as well as the data broadcasting media are conducted in coordination with the Corporate Communications Department. The Company also makes press statements when required. These press statements can be made by the Chairman, General Manager or its deputy, and other persons as may be approved and authorized by such persons. The materials shared during these press meetings are also published in the website of the Company.

The news articles published in the printing-broadcasting institutions about Is REIC are monitored via aprofessional media monitoring agency. Accordingly, if and when there is a need to make a disclosure under the laws and regulations on disclosure of the material cases, such disclosure is made by way of compiling the relevant information from the relevant departments.
Where a disclosure is made about the hearsay and the baseless reports published in the media organizations and in internet which do not bear an obligation to make a material event disclosure; the method and content of such disclosure is determined in consideration with the quality and scope of this disclosure, the population it reaches, and whether or not such disclosure affects the reputation of the Company. A material event disclosure also accompanies the announcements and explanations made regarding such reports and hearsays, provided that the announcement and explanation includes an issue that bears the obligation to make a public disclosure too. Is REIC reserves its rights for legal action if such reports damage the reputation of the Company.

The shareholders and other relevant parties are provided information via local and international investor meetings, road-shows and teleconference meetings. The managers of the Investor Relations Department participate to such meetings, road-shows and teleconference meetings organized by the Investor Relations Department, and the scope of the contact teams referred above can be extended as may be needed.

The materials shared in the introduction and information meetings with the investors are provided in the website of the Company in order to ensure that all market participants are informed about these meetings equally and simultaneously.

Any and all questions of the shareholders and other parties delivered to the Investor Relations Department via e-mail, post, telephone and similar instruments within the scope of the investor relations are forthwith responded by the Investor Relations Department and those questions sent via the communication form at the Company's website are responded by the coordination of the Corporate Communications Department.

The shareholders, analysts, portfolio managers and other persons subscribed to the distribution list of the Investor Relations Department are delivered all relevant information including mainly the material event disclosures regularly and periodically by the Investor Relations Department. Subscription to this distribution list is possible by way of contact with the Investor Relations Department or by applying through the webpage of the Company.

The website of the Company is used actively for providing all relevant information to the public, and all the information and data provided therein is provided in accordance with a format that suits the corporate governance profile. Both of the Turkish and English websites are regularly and simultaneously updated for the purpose of informing the participants of the capital markets more efficiently.

Other Actions and Procedures
The disclosures made via means other than the ones referred above are made by signing within the authorities laid down under the signature circular of the Company.

Forward Looking Statements
Regarding the Company's forward looking statements; the General Manager has been authorized to disclose such statements to the public within the framework of the pertinent laws and regulations. In this regard, such statements are made with the written approval of the General Manager through material event disclosures, activity reports which are disclosed in accordance with the regulations regarding financial statements and investors presentations which are prepared to informe investors and also published in the PDP. An explanation is provided if and when there is a significant discrepancy between the issues disclosed to the public and the realized figures as and when may be required within the framework of the pertinent laws and regulations. The regulations of the Capital Markets Board are pursued during the disclosure of the future assessments of the Company.

Identification of the Persons with Administrational Responsibility
The positions of the persons within the company's organization and the information which these persons have access to should be taken as the main criteria during the identification of the persons with administration responsibility. Accordingly, Board Members, General Manager and Assistant General Managers have been defined as the persons having administrational responsibility. Other than these, the managers who are found to possess the qualifications laid down under the pertinent laws and regulations are also identified as persons with administrational responsibility.

Website of İş Gayrimenkul Yatırım Ortaklığı A.Ş. www.isgyo.com.tr
The website of the company is actively and widely used in the disclosures made to the public. The website has been prepared in Turkish and English languages, and it comprises the information and data provided by the Corporate Governance Principles and by the regulatory authorities. The information and data provided in the Company's website is regularly reviewed and the compliance of the website with the relevant regulations on the form and content of the websites. The content provided in the website within the scope of the investor relations is monitored and updated by the Investor Relations Department, and the content other than the investor relations by the Corporate Communications Department.
The Company's website has been allotted so as to include the section named "Information Society Services" in accordance with the pertinent laws and regulations. Connection to The Central Registry Agency's portal is provided via the Information Society Services section and the documents laid down under the laws and regulations can also be reached via the referred connection.

Dividend Policy

The dividend proposal of the Board of Directors is delibrated during the General Meeting of Shareholders in order to decide whether profits will be distributed, and if so, how and when this will be done.
Our articles of association states the principle of distributing primary dividend from distributable income at a rate and amount determined by the Capital Markets Board.
In profit distribution proposals presented to General Assembly, Board of Directors take into account:

Maintaining the fine balance between the expectations of the shareholders and the Company's needs for growth,

Profitability of the Company,

Accordingly, the Company has adopted a dividend policy to propose to the General Assembly that at least 30% of the distributable profit to be distributed as stock or cash.
There are no privileges concerning participation in the Company's profit, and dividend distribution is carried out within the legally-prescribed period of time.
In case, the Board of Directors proposes not to distribute profits, the reasons of the proposal and the information about how the undistributed profits will be allocated should be submitted to shareholders in the General Meeting of Shareholders, explained in the Annual Report and disclosed to the public.
The subject of advance dividend payment has been included in the Company’s Articles of Association, and advance dividend payment can be made to the shareholders within the framework of the capital market regulations on the subject.

Donation Policy

The Company may make donations within the scope of social responsibility and within the procedures and principles determined by the Capital Markets Board.

In order to contribute positively to the public perception of the Company's sensitivity for its social responsibility, donations could be made without requiring material or non-material benefit.

On issues such as education, health, culture, law, art, scientific research, environmental protection, sports and similar social issues or

On natural disasters occurring in or outside the country.

Compensation Policy

Our company has based its benefits policy for laid-off Employees on the applicable Labor Law No. 4857. Within this framework;

The Severance Payment is the amount paid to the employee, who has worked for periods defined in the Labor Law No. 4857 and whose employment contract has ended due to a reason stipulated in the Law, or to his/her legal heirs in case of death, which is calculated according to the seniority of an employee within the financial limits stipulated by the Law.

As per Article 17 of Labor Law No. 4857, Notice Payment is paid by notifying the employee that his/her employment contract will be terminated and giving him/her the time to look for a job, or paying his/her wage in cash until end of the notice period.

Remuneration Policy

1- Objective and Scope of the Policy
The primary objective of İş GYO A.Ş. Remuneration Policy (the “Policy”), is to ensure that the Company’s practices with regard to remuneration are planned and carried out in compliance with the relevant legislation, the Company’s scope and structure of activities, strategies, long-term targets and risk management structures, preventing undertaking of undue risks and are based on effective risk management.
The Policy is applicable for all executives and employees of the Company at every levels, with regard to remuneration management.

2. Primary Principles and Procedures Regarding Remuneration
It is essential that the remunerations to be paid to Company executives and employees at every level are compliant with the ethical values, intercompany balances and strategic targets of the Company and not correlated with only short-term performance thereof.
Performance-based incentives are determined in a manner that would have a positive impact on the corporate values of the Company, based on objective criteria, without any guarantees as to their amount, and also by taking into consideration the span of the risks taken.
Payments to be made to executives and personnel of units within the internal systems shall be determined by taking into consideration the performance of the relevant employee with regard to his/her own function, independent of the performance of the operational unit they audit, supervise, or control.
Performance-based incentive payment criteria thus determined are then announced to the employees, subject to regular reviews.
Necessary action is taken against those employees who are found out to be responsible for disruption of the financial constitution of the Company or to endanger secure operation of the Company as a result of their acts, including cancellation of performance-based payments.

3. Duties and Responsibilities
The ultimate authority and responsibility concerning efficient management and execution of the Company remuneration practices within the framework of the relevant legislation and this Policy lies with the Company Board of Directors. The Board of Directors ensures effectiveness and adequacy of the Policy by reviewing it at least once a year.
The Corporate Governance Committee formed within the Board of Directors monitors and supervises the remuneration practices of the Company within the framework of this Policy and presents the Board of Directors its evaluations and suggestions.
Company Senior management is answerable to the Board of Directors for efficient management and execution of the Company remuneration practices within the framework of the relevant legislation and this Policy.
Duties and activities regarding preparation, publication, updating, efficient implementation and follow up of procedures related with the principles and procedures concerning remunerations in the Company are carried out, supervised and coordinated within the body of the department of the Company responsible for “Human Resources Management” of the Company within the framework of the relevant legislation and this Policy. Other departments of the Company fulfill their duties within this scope in coordination with the department responsible for Human Resources Management.
Company personnel at all levels shall be responsible for full and accurate fulfillment of their respective duties for expedient and effective implementation of this Policy and the relevant procedures.
Compliance of this remuneration-related practices and operations of the Company with the provisions of this Policy and the relevant legislation is regularly inspected and evaluated by the department responsible for internal audit.

4. Coming Into Effect
This Policy and subsequent amendments or updates thereto as required by changing conditions shall come into effect upon approval of the Board of Directors.

Code of Ethics

Shareholders

İş GYO is committed to increasing shareholder value. İş GYO aims to manage its investments through minimizing risks and maximizing long term value and return.

As a public company, İş GYO is regulated and observed by the Capital Markets Board and is thereby obliged to operate at the highest degree of transparency and professionalism.

İş GYO believes in shareholder equality and thereby aims to treat each shareholder with the same degree of access and importance. Shareholders are encouraged to share their views and İş GYO aims to maintain an open communiction channel with all of its investors.

All the shareholders are informed about İş GYO's structure, financial stituation and performance in an open and timely manner. Such information will be updated continuously with the aim of providing investors the information they require in the most efficient and effective fashion.

Operational Standards

İş GYO acts with transparency, honesty and integrity in its dealings with its tenants, partners, service providers, and employees.

İş GYO complies with all applicable laws and regulations related to its operations.

İş GYO respects the rights and freedoms of its employees and those whom it has business relationships with.

İş GYO believes in fair competiton principles and acts with honesty and integrity in each of its business relationships.

Employees

İş GYO believes in maintaining a safe, healthy, and productive working environment free from discrimination, harrasment, and abuse.

İş GYO management maintains an open and ongoing dialogue with all employees and encourages employee participation in business policy formulation.

İş GYO believes in promotion based on merit and the value of individual contribution.

Employees are expected to conform to the highest levels of professionalism and integrity in all their communications and business relations.

Employees are expected to adopt company policies and safeguard the company's reputation and image.

Employees are expected to interact with their colleagues in a respectful and professional manner consistent with all relevant laws. Any conduct that is inconsistent with this standard shall be reported to management without delay.

Employees are to refuse any and all gifts that are inconsistent with high standards of professionalism and ethics, and will inform management if attempts to bestow such gifts are made at any time.

Customers-Suppliers-Partners

İş GYO is comitted to establishing trust and fulfilling its commitments in all of its business relations. İş GYO will treat its customers in a professional and honest manner consistent with the principles of equality and honesty.

İş GYO aims to develop mutually rewarding long-term relationships.

İş GYO aims to conduct business with companies and individuals who share in the values and principles outlined in this Code.

Compliance With The Code
All İş GYO employees are, without exception, expected to comply fully with the principles described herein. Should an employee act in a manner inconsistent with this code, management shall be informed without delay. No employee shall be held liable or otherwise responsible for any loss of business accrued through his or her compliance with this Code.