Governance Information • Feb 13, 2025
Governance Information
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The purpose of this Policy on the Protection of Inside Information and Prevention of Inside Trading ("Policy"), which constitutes an integral part of the Ford Otosan Working Principles and Code of Ethics1 , is to establish the principles and rules regarding the obligations of Ford Otomotiv Sanayi A.Ş. ("Ford Otosan" or the "Company") employees and executives, Business Partners, and all other stakeholders with access to inside information related to Ford Otosan in connection with the use and protection of such information.
The Policy has been prepared based on the relevant provisions of the Ford Otosan Working Principles and Code of Ethics, as well as the regulations of the Capital Markets Board (CMB) of Turkey due to the issuance of capital market instruments locally, and the A and B regulations due to capital market instruments traded abroad.
In case of failure to ensure the confidentiality of inside information, various sanctions may arise for all parties who have Inside Information related to Ford Otosan and who use or disclose this information without complying with the relevant regulations, in addition to the potential reputational and commercial damages. This Policy has been prepared to explain the obligations of Ford Otosan employees and executives, Business Partners, and all Ford Group employees with access to inside information related to Ford Otosan, in order to avoid such adverse consequences and includes information on closed periods, other transaction restrictions, and notification obligations.
All employees and executives of the Ford Group are obliged to act in compliance with this Policy. Ford Otosan expects all its stakeholders, principal shareholders, and Business Partners to act in accordance with the Policy to the extent applicable and takes the necessary steps to ensure this compliance.
"EU regulations" refers to all directives, laws, decisions, and other regulations enforced by the European Union, including but not limited to the Market Abuse Regulation (596/2014) and Market Abuse Directive (2014/57/EU), regarding the public disclosure and confidentiality of information.
"Principal Shareholders" refers to the main shareholders of Ford Otosan, namely Ford Motor Company and Koç Holding A.Ş."
"Ford Group" refers to Ford Otomotiv Sanayi A.Ş. and its subsidiaries.
"Inside Information" is defined in the EU regulations and CMB regulations as information, events, and developments that have not yet been disclosed to the public and that may affect the value, price, or investment decisions of investors regarding capital market instruments. Detailed explanations can be found in section 3.1.
"Person discharging managerial responsibilities (PDMR)" refers to the members of the Company's board of directors and individuals who, although not members of the board of directors, have direct or indirect regular access to the issuer's inside information and have the authority to make administrative decisions affecting the issuer's future development and commercial
1 https://www.fordotosan.com.tr/en/corporate/about-ford-otosan/compliance-policies
objectives. In addition, according to CMB regulations, the board members and other senior executives of the issuer's parent company, who have direct or indirect regular access to the issuer's inside information and have the authority to make
administrative decisions affecting the issuer's future development and commercial objectives are considered within this scope. Positions classified as PDMR for Ford Otosan are described in the Ford Otosan Disclosure Policy 2 .
"Issuer" is defined in the Capital Markets Law as legal entities that issue capital market instruments, that apply to the Board for issuance or that have their capital market instruments offered to the public and refersto Ford Otosan. in the context of this Policy.
"Persons closely associated with PDMR" refersto the following persons:
"Business Partners" include suppliers, distributors, dealers, authorized services, and other third parties with whom the Company has a business relationship, as well as all representatives, subcontractors, consultants, and similar parties acting on behalf of the Company, including but not limited to service providers such as auditors, rating agencies, and consultants, along with their employees and representatives.
"KAP" refers to the Public Disclosure Platform operated by the Central Securities Depository (MKK).
"List" refers to the "List of Persons with Access to Inside Information" kept by Ford Otosan in accordancewith CMBregulations.
"MKK" refersto the Central Securities Depository Inc.
"Disclosure" refersto the material events diclosure.
"Capital Market Instrument" refers to securities, derivative instruments, and investment contracts as defined in the Capital Markets Law, including but not limited to shares, bonds, and finance bills.
"Continuous Information" refers to the meaning defined in the Special Circumstances Communiqué of the Capital Markets Board (CMB).
"CMB" refersto the Capital Markets Board.
"CMB regulations" refer to all laws, regulations, communiqués, guides, principle decisions, and other regulations put into effect by the CMB, primarily the Capital Markets Law No. 6362, the Material Event Disclosures Communiqué, the Market Abuse Communiqué, the Communiqué on Payment of Net Purchase and Sale Profits by Managers to Issuers, and the Material Event Disclosures Guide, regardingthe public disclosure and ensuring the confidentiality of information.
2 https://www.fordotosan.com.tr/en/corporate/about-ford-otosan/compliance-policies
Inside Information is broadly defined in local and international regulations as information, events, and developments that have not yet been disclosed to the public and may affect the value, price, or investors' investment decisions regarding capital market instruments. Since there is no restrictive definition, whether a situation is considered inside information should be evaluated on a case-by-case basis.
In principle, information, events, and developmentsthat are:
Below are some examples of events and developments that may be considered as Inside Information. However, it should not be forgotten that there may be other subjects that may also be considered Inside Information, and there may be cases where the following developments may not be considered as InsideInformation. Detailed explanations, examples, and guidance on the subject can be found in the Procedure and the CMB's Material Event Disclosures Guide.
In case of doubt about whether certain information qualifies as Inside Information, you should consult the Investor Relations Leadership team at [email protected] (or [email protected] ) and ensure the confidentiality of the information by treating it as Inside Information until a response is received.
Additionally, information obtained by Ford Group employees and managers during their duties regarding companies other than Ford Otosan, whose securities are traded on stock exchanges, may also be considered Inside Information for those companies. Compliance with this Policy is expected for such information as well.
Ford Group employees, executives, persons closely associated with them, or Business Partners who possessInside Information must:
• Ensure the Confidentiality of Inside Information and Not Share it with Third Parties: The confidentiality of the information must be maintained until it is disclosed to the public and should not be shared with third parties in any way.The measures expected to be taken for this purpose are included in Section 4 below, titled "Measures to be Taken and Document Security for Ensuring the Confidentiality of Inside Information."
If Inside Information is unintentionally disclosed to third parties or it is discovered that such disclosure has occurred, the Chief Financial Officer (CFO) or the Investor Relations Leadership must be contacted immediately to ensure that necessary measures are taken and, if required, to disclose the information to the public, as the confidentiality of the Inside Information can no longer be guaranteed.
For a piece of information to be considered publicly disclosed, it must be announced on the Public Disclosure Platform (KAP) in accordance with the regulations. In cases such as the communication of news inthe press or social media or press releases, the obligations regarding Inside Information remain valid aslong as no announcement is made on KAP.
Ford Group employees and executives are also required to comply with the principles set forth in this Policy regarding the Inside Information they acquire during their duties, even if they leave theirjobs. In this context, even in situations such as leaving the job, the confidentiality of previously acquired Inside Information must be maintained, Inside Information should not be shared with third parties, and transactionsshould not be made based on such information.
According to theCMBregulations, the obligationsto ensure the confidentiality of Inside Information and the prohibitions on using or trading based on such information are not only defined for the employees and executives of the company but also include a much broader scope, covering the executives and shareholders of the company's subsidiaries and parent companies, as well as employees of all institutions thatthe companyhasabusinessrelationshipwith,suchas customers,suppliers, auditors,ratingagencies, etc.
Therefore, anyone who possessesInside Information in any way or knowsthat the information they possess isofInside Information naturemust adhere to the principlessetforth in thisPolicy.
As per the CMB regulations, the information of individuals who are working for Ford Otosan under an employment contract, service relationship, or in any other way, and who have regular access to Inside Information, is monitored through the "List of Persons with Access to Inside Information" ("List"), and the general list is reported to the Central Securities Depository (MKK). Persons added to the List are informedabout their obligations and the applicable sanctions. However, it should be kept in mind that the obligationto ensure the confidentiality of Inside Information is valid for all parties who access Inside Information, not just those on the List, and compliance with the relevant regulations should be carefully observed, regardless of whether they are included in the List or not.
Primarily Ford Otosan PDMRs and employees, as well as all Ford Otosan employees who have access to undisclosed Inside Information that could significantly affect Ford Otosan's operations or financial results, should not engage in any transactions involving Ford Otosan's capital market instruments during the period until the Inside Information is publicly disclosed.
In accordance with the CMB regulations, during the closed periods, which is defined as the time between the last business day of the period to which the annual and semi-annual financial reports are related and the public disclosure of these reports (i.e., from July 1 and January 1 until the relevant financial reports are publicly disclosed), individuals with access to Inside Information, or their spouses, children, or persons living in the same household, should not engage in any transactions involving Ford Otosan's publicly traded shares and capital market instruments based on these shares. Although the 3 and 9-month financial reporting periods are not included in the closed period definition according to the CMB regulations, if there is undisclosed information in these financial reports that could affect the share price or investor decisions, those with access to such information should not engage in transactions until the mentioned financial reports are publicly disclosed, as required by the general regulations.
Similar restrictions are also present in EU regulations. Accordingly, for debt instruments (eurobonds) issued by Ford Otosan abroad, the 30-day period before the public disclosure of the 3, 6, 9, and 12-monthfinancial reports is applied as the closed period, and Ford Otosan PDMRs should not engage in any transactionsinvolving these instruments during this period.
The closed period dates concerning the CMB regulations are announced to employees and executives byFord Otosan Legal and Compliance Leadership before the start of the relevant period.
Apart from the closed periods and periods when someone is in possession of undisclosed Inside Information, there are no legal restrictions on trading in Ford Otosan capital market instruments.
While the obligations regarding the use of Inside Information and transaction prohibitions in the regulations are valid until the relevant information is publicly disclosed, it is recommended that transactions by employees and PDMRs be carried out at least one business day after the public disclosure of the Inside Information or financial reports, in order to ensure that investors have sufficienttime to analyze the disclosed information and conduct transactions under equal conditions.
CMB and EU regulations include detailed obligations regarding the purchase and sale transactions of shareholders and executives of publicly traded companies, and there is a risk of administrative fines, imprisonment or judicial fines, and loss of reputation in case of noncompliance with these obligations.
To prevent these risks, prior to any transaction that may be carried out on Ford Group capital market instruments, Ford Otosan PDMRs should obtain pre-clearence from the Ford Otosan Leader - CEO, CFO or the Investor Relation Leader at least two business days before a planned transaction on the compliance of the planned transaction with the regulations and the required disclosures if any, in order to assess whether a Disclosure obligation arises and to receive support forsuch Disclosure preparationsifnecessary.
The pre-clearence given is valid if the transaction is executed within the following two business days; ifthe transaction is planned for a later date, an opinion should be obtained again for the planned transaction in accordance with the specified periods.
In accordance with the CMB regulations, all transactions carried out by Ford Otosan PDMRs, closely associated persons with PDMRs, and Principal Shareholders, regarding Ford Otosan shares, other capital market instruments based on these shares, or capital market instruments other than publicly offered shares, must be immediately disclosed to the public through the PDP by the party executing the transaction.
Disclosure is not required unless the total amount of transactions reaches the threshold determined annually according to CMB regulations within the last twelve months. When calculating the total amount of transactions, all transactions carried out by each PDMR and closely associated persons shall be taken into account. The threshold applicable for each period will be specified in the announcements made by Ford Otosan Investment Relation Leadership to employees and executives.
Similar to CMB regulations, EU regulations also have a disclosure obligation for transactions exceeding a certain amount in debt instruments (Eurobonds) issued by Ford Otosan abroad, carried out by Ford Otosan PDMRs and closely associated persons with PDMRs.
In accordance with the CMB regulations, if a profit is made from the purchase and sale transactions of company shares by Ford Otosan PDMRs during any six-month period, the net profit must be paid to thecompany within 30 days.
The regulation aims to eliminate the opportunity inequality between those who have earlier and easier access to Inside Information due to their positions and investors who can access this information only after it is announced to public, by requiring Ford Otosan executives to pay the net profit obtained through short-term transactionsto Ford Otosan.
There are a limited number of exceptions defined in the relevant regulation regarding the obligation toreturn, and detailed information about the exceptions can be found in the Procedure.
In the CMB regulations, additional obligations are defined for shareholders who directly or indirectly hold more than 5% of the shares of public companies.
Firstly, obligations similar to the disclosure obligation introduced for PDMRs in section 3.4.2.2 are also defined for major shareholders.
In order to ensure compliance with the relevant regulations, it is recommended that shareholders holding more than 5% of Ford Otosan's capital also ask for pre-clearence as stated in section 3.4.2.1 above, for the purpose of evaluating whether a Disclosure obligation will arise and, if necessary, obtaining support for Disclosure preparations before the transactions are carried out.
In addition, if a natural or legal person, or other natural or legal persons acting in concert with such person, directly or indirectly reach or fall below 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67%, or 95% of Ford Otosan's share capital or total voting rights, a disclosure must be made by these persons. If the person's direct shareholding reaches or falls below these thresholds, the disclosure required from these persons is made by the Central Securities Depository (MKK). However, if these thresholds are reached or fallen below due to acting in concert, indirect shareholding, or voting rights, the obligation to disclose lies with the relevant natural or legal person or other natural or legal persons acting in concert with such person.
The main measures to be taken by all parties in possession of Inside Information to ensure its confidentialityare listed below.
this context are included in the Procedure. In addition, it should be ensured that such email messages are sent to third parties with the "confidential" label.,
• Communication in shared living and office spaces, clean desk and clean screen principle: Care should be taken not to discuss Inside Information in public areas inside or outside the company (taxis, airplanes, airports, elevators, restaurants, etc.). Attention should also be paid to this issue in the use of shared offices. Unless necessary, printed copies containing Inside Information should not be taken, excessive photocopies or printouts and meeting notes should be destroyed in a way that ensures the confidentiality of the information after use (such as shredding instead of throwing directly/torn), and documents containing confidential information should not be left on desks or open areas. On the other hand, screen security should be preserved, especially during work in common areas, and necessary measures should be taken to prevent third parties from accessing information by seeing printed documents or screens.
Information and developments related to the listed companies' strategic projects (e.g., significant asset or company acquisitions and disposals, mergers and demergers, strategic partnerships, significant investments, changes in operations, etc.), or the existence of an intention in this direction (even if not yet regarded as an Inside Information) or the evaluations thereof may be considered as material information that investors may attribute importance to. Therefore, in project studies, it is important to take the following measuresto ensure the confidentiality of information.
Considering that the majority of information is transferred and stored through electronic channels today, the importance of information technology-based measures to be taken for ensuring confidentiality is also increasing. In this context, Ford Otosan Information Security Policy, which has been prepared to define the necessary requirements for ensuring the confidentiality, integrity, and accessibility of the systems, information, and assets operated by Ford Otosan, has been put into effect with the approval of the board of directors, and the implementation principles have been determined by the Ford Otosan Digital Products and Services Leadership with the Information Security Procedures. In preparing these documents, national and international best practices, as well as relevant CMB regulations, including the Communique on Management of Information Systems, have been taken into account.
The basic principles determined in the Information Security Procedures prepared based on the Ford Otosan Information Security Policy and related documents are as follows. These principles should be taken into account in terms of ensuring and protecting the confidentiality of all types of
information, including, but not limited to, Inside Information:
13. Physical Security: The physical security of hardware and devices that can provide access to information must be ensured. This should include appropriate locking mechanisms, security cameras,card accesssystems, and other physicalsecurity measures.
14. Mobile Device and Remote Access Security: Security policies and practices should be established and implemented for mobile devices and remote access systems that provide access to information.
In case of non-compliance with the obligations set forth in the CMB regulations regarding Material Event Disclosures, the company and/or responsible executives may be subject to administrative fines. These fines are determined annually by the CMB, and the current amounts are announced in communications issued by Ford Otosan's Investor Relations Leadership and Legal and Compliance Leadership.
If a benefit is obtained as a result of non-compliance with the regulations, the fine amount cannot be less than twice the benefit gained.
In the event of a repeat of actions necessitating administrative fines, the imposed fine is doubled. Furthermore, if a benefit is obtained, the fine amount cannot be less than three times the benefit.
According to CMB regulations, actions that cannot be explained by any reasonable economic or financialreasons, and disrupt the trust, transparency, and stability of the stock exchange and other organized markets are defined as "market abuse actions" provided that they do not constitute a crime. In cases where transactions are made on the stock exchange by persons who have directly or indirectlyobtained Inside Information prior to public disclosure of such information in accordance with the regulations;
are considered as market abuse actions.
Furthermore, as stated in section 3.4.1, trading in shares traded on the stock exchange and derivative products based on these shares during the closed period by persons with Inside Information or continuous information, or their spouses, children, or persons living in the same household, is also considered as a market abuse action.
During the period between the finalization of Inside Information or continuous information and its disclosure to the public in accordance with the regulations, transactions in shares traded on the stock exchange and derivative products based on these shares by persons with Inside Information or continuous information, or their spouses, children, or persons living in the same household, are considered as market abuse actions.
On the other hand, providing false, misleading, or deceptive information, spreading rumors, giving news,making material event disclosures, commenting, or preparing reports related to stock prices, values, orindicators that may affect investors' decisions, and giving any order and/or carrying out transactions inthe relevant capital market instruments before or after performing these actions by those who performed them, are considered as market abuse actions.
Lastly, failure to disclose information that may affect the prices, values, or investors' decisions of capitalmarket instruments, which are required to be disclosed within the scope of CMB regulations, is also considered as a market abuse action.
Persons who commit market abuse actions will be subject to administrative fines imposed by the CMB. Administrative fines are determined annually by the CMB, and current amounts are announced by Ford Otosan Investor Relations Leadership. If a benefit is obtained through market abuse, the fine amountcannot be lessthan double the benefit.
Capital market crimes are defined in the Capital Market Law, and those related to the confidentiality ofInside Information are "Insider Trading" and "Manipulation" crimes.
Using Inside Information to benefit oneself due to asymmetric information distribution caused by non-disclosure of Inside Information is considered as "Insider Trading". The two main elements of thiscrime are: (i) trading based on information and (ii) obtaining a benefit as a result. The sanction for thiscrime is determined as imprisonment from 3 to 5 years or a judicial fine of no less than double the benefit obtained.
Trading with the purpose of creating a false or misleading impression regarding the prices, price changes, supply, and demand of capital market instruments (transaction manipulation ) or providing false, misleading, or deceptive information in order to affect the prices, values, or investors' decisions of capital market instruments and obtaining a benefit through this (information manipulation) are considered as "Manipulation" crimes, for which imprisonment from 3 to 5 years and judicial fines are applied.
Similar crime definitions and sanctions are also included in EU Regulations, and monetary fines or moresevere sanctions may arise according to the regulations of the countries where capital market instruments are traded.
All employees and executives of Ford Group are obliged to comply with this Policy. Ford Otosan expects and takes necessary steps to ensure that all Business Partners and Principal Shareholders act in compliance with this Policy, to the extent applicable to the relevant party and transaction.
In case of any discrepancy between this Policy and the local legislation applicable in the countries where the Ford Group operates, the more restrictive of the Policy or the relevant legislation will apply, provided that the application does not violate local legislation.
If you become aware of any action that you believe is contrary to this Policy, applicable legislation, or Ford Otosan Working Principles and Ethical Rules, you may consult or report the matter to your immediate supervisor. Alternatively, you can report the matter through Ford Otosan Ethics Line at "fordotosan.ethicspoint.com" or "fordotosanmobile.ethicspoint.com."
Ford Group employees may consult the Investor Relations Leadership for any questions regarding this Policy and its implementation. A violation of this Policy by an employee may result in significant disciplinary penalties, including dismissal, in addition to the regulatory authority sanctions mentioned in section 5. In case any third party, who is expected to act in compliance with this Policy, violates this Policy, the relevant contracts may be terminated.
This Policy came into effect with the Board of Directors Resolution dated 13.02.2025. The implementation of this Policy is the responsibility of Ford Otosan Investor Relations Leadership and the Chief Financial Officer (CFO).
Material changes to the Policy must be approved by the Ford Otosan Board of Directors.
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