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DENİZBANK A.Ş.

Environmental & Social Information Nov 29, 2024

9140_rns_2024-11-29_ad621d3d-15e5-43e1-8029-257d840ac45b.pdf

Environmental & Social Information

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DenizBank Sustainable Finance Framework

1. Introduction to DenizBank3
2. Sustainability at DenizBank4
3. DenizBank's Sustainable Finance Framework8
4. Use of Proceeds 10
5. Process for Project Evaluation and Selection17
6. Management of Proceeds 20
7. Reporting20
8. External Review 23

1. Introduction to DenizBank

In 1997, DenizBank was acquired by Zorlu Holding via a banking license from the Privatization Administration. Recording three shareholder changes and performing a public offering during its short history of 25 years, the Bank was acquired in October 2006 by Dexia, a leading European financial group. Subsequently, as the biggest one-time investment made by Russia in Türkiye, DenizBank started to operate under Sberbank, one of the world's biggest banks, as of September 28, 2012. Most recently, the Bank's ownership was transferred to Emirates NBD, a leading Banking Group in the MENAT region, as of July 31, 2019.

As part of corporate identity efforts, DenizBank implemented a "Back-to-Life" program that included recruitment and new branch openings with its five-year strategic plan in 1997. To this end, DenizBank acquired some of the bank branches under the control of Saving Deposit Insurance Fund and included Tarişbank to the group at year-end 2002. During this period, DenizBank acquired banks in Austria and Russia in addition to its factoring, financial leasing, investment and portfolio management companies to complement its existing banking products and services. As a result, DenizBank Financial Services Group (DFSG) created a "financial supermarket" providing a wide variety of financial services under a single umbrella in 2003. DenizBank also took over the Retail Banking Department of Citibank as of July 1, 2013 together with its more than 600 thousand customers and 1,400 employees.

Making substantial investments in technology, R&D and innovation since its founding, DenizBank established the first Digital Banking Department in Türkiye in 2012. Since that time, the Bank has implemented numerous innovations that lead the sector in facilitating and adding value to the lives of people. DenizBank appointed the first Chief Digital Officer (CDO) in the sector. The Bank was named the "Most Innovative Bank in the World" multiple times in the USA and Europe. DenizBank integrates all areas of either physical or digital contact with customers through its hybrid "phygital" strategy. In July 2021, the Bank established its new age subsidiary NEOHUB as a subsidiary of Intertech, in order to support the entrepreneurial ecosystem of Türkiye with the "ecosystem banking" understanding.

In addition, DenizBank works to ensure a bright future for its home country and society with various social responsibility efforts. The Bank provides support in strategic areas such as health, sports

clubs, municipalities, shipping, tourism, energy, education, infrastructure and agriculture. DenizBank is also committed to meeting the needs of SMEs, who are at the heart of the nation's economy. The Bank continually develops innovative financing models to foster this key segment. Besides its flagship banking institution, DenizBank Financial Services Group includes six domestic and three international financial subsidiaries, six domestic non-financial subsidiaries and a branch in Bahrain. DenizInvest, Deniz GYO, DenizPortföy Yönetimi, DenizLeasing, DenizFaktoring, fastPay, Intertech, NEOHUB, DenizKültür, Ekspres Maintenance, Açık Deniz Radyo-TV and Bantaş are the domestic subsidiaries of the Group, and Eurodeniz, DenizBank AG and DenizBank Moscow are the foreign subsidiaries. With a broad service network reaching all parts of society in Türkiye DenizBank has 645 branches in Türkiye, Kyrenia and Bahrain, in addition to 14 branch locations of DenizBank AG, its subsidiary based in Vienna. The Group operates in EU countries via DenizBank AG, while CJSC DenizBank Moscow serves customers abroad that have trade relations with Russia.

2. Sustainability at DenizBank

In order to manage all its sustainability activities through a single platform, in 2021, DenizBank established the Sustainability Coordination Department. The Department, which operates under the Financial Institutions Group, is responsible for jointly conducting all sustainability related activities with internal and external stakeholders and in line with DenizBank's vision, mission, and sustainability oriented strategy. Within this framework, the Department is involved in integrating the Bank's business processes in a manner that prioritizes the environmental, social and administrative interests of society and the UN Sustainable Development Goals. The Sustainability Coordination Department works to implement and strengthen the Bank's policies on sustainability by monitoring national and international practices related to sustainability, determining what activities the Bank can undertake in this arena, and developing a roadmap for employees to follow to reach their sustainability goals. Towards this end, after creating the infrastructure required to measure and manage both direct and indirect environmental and social impact, a Sustainability Management System was established and put into practice. The System, which operates as part of the Project Finance Group, is used to conduct environmental and social-impact audits of project finance loans of USD 10 million or more. In addition, an expert team from the ''Agricultural Credits R&D and Credits

Sustainability Management'' department is responsible for developing the methodology and infrastructure needed to adapt the environmental and social assessment model to loan segments other than the retail segment. In full awareness of its responsibilities in connection with the future of our planet, DenizBank views acting with consideration for the direct and indirect environmental and social impact of its operations to be among its most important duties. Within this context, the Bank has adopted the UN Sustainable Development Goals (SDGs)*, which comprise universal criteria of sustainability and set a broad sustainability agenda.

2.1. Social Sustainability:

DenizBank aims to promote human rights, fair working conditions, diversity, gender equality and equal opportunities to contribute to social development through the bank's business operations. To that end, DenizBank:

  • Aims to provide its employees with a healthy and safe working environment where human rights and employee rights are respected and equal opportunities are offered,
  • Contributes to raising awareness in the field of sustainability within both the bank and the society by supporting continuous training and competence development activities for improving organisational capacity,
  • Aims to contribute to the success of its employees with a fair reward and performance system and works to provide a working environment that is compatible with the organisation's ethical values and strategic goals,
  • Aims to develop products and services that support social development from a sustainability perspective,
  • Offers funds to the agricultural industry and farmers to support the agricultural sector, which is a key area of economic activity for Türkiye, as well as local development,
  • Implements projects that will contribute to social development and aims to make social contribution by supporting projects aimed at raising social awareness, particularly in the fields of education, culture, art and sports.

2.2. Environmental Sustainability:

The financial sector has a key role in the supporting power of the financing it provides for transition to a low carbon economy. Aware of this role, the bank cares about contributing to the sustainable consumption of limited resources, to combat against climate change and to increase the resistance against unavoidable environmental changes via its services and activities. To that end, DenizBank:

  • Manages the environmental and social impacts from its operations through the "Policy on the Management of Direct Environmental Social and Impacts"1 ,
  • Manages and monitors the environmental social impact process regarding products and services through the "Policy on the Management of Environmental and Social Impacts in Lending Processes"2 ,
  • Monitors the consumption as well as environmental impacts from its operations and aims to improve them through mitigation projects,
  • Develops sustainable finance products and considers emissions from operations to support the struggle against global climate change and champion climate adaptation, which are fundamental to sustainable development,
  • Acts fairly in supplier selection and considers prioritising local suppliers that have environmentally-friendly practices in procurement to support the local and low-carbon economy.

2.3. Governance-related Sustainability:

DenizBank offers value-oriented services to its stakeholders through technology-integrated approaches aiming for continuous improvement. Its high standards in business ethics enable DenizBank to protect the confidence in and reputation of the bank. To that end, DenizBank:

• Adopts an approach based on fairly sharing the values it creates through its services and operations with shareholders, customers, employees and other stakeholders in line with the principles of accountability and transparency,

1 Denizbank Direct Environmental and Social Impacts Policy, to be found here

2 Denizbank Policy on Environmental and Social Impact on Lending, to be found here

  • Executes the Bank's sustainability operations and objectives under the supervision of the Sustainability Committee3 ,
  • Closely follows national and international developments in the sector by taking part in sustainability initiatives to successfully realise the long-term goal of creating value for all its stakeholders,
  • Aims to ensure continuous customer satisfaction,
  • Manages its sustainability work through a transparent and accountable structure,
  • Observes the ethical and moral rules which are among the company values, does not tolerate bribery and corruption in any way whatsoever and adopts the principle of managing these issues in line with the Anti-Corruption Policy and Ethical Principles Policy4 .

2.4. Environmental and Social Risk Management

At DenizBank, we aim to support the sustainable growth of our stakeholders through our services and activities. We prioritize sustainable investments to ensure the growth of the business community and the society - a commitment for our long-term success and, more importantly, for minimizing environmental and social negative impacts. As a social responsible bank that closely monitors global developments and the demands of our stakeholders, we define our role as 'creating a positive impact through our services and guiding sustainable finance by inspiring our stakeholders to make sustainable choices'.

Accordingly, as a financial service provider, we are aware of the significance of the impact we create through our products and services. Therefore, we manage the impacts we create, i.e. our indirect impacts, as part of the "Policy on the Management of Environmental and Social Impacts in Lending Processes".

3 To be found here

4To be found here

To that end, DenizBank:

  • Does not under any circumstance finance activities prohibited by national legislation and international conventions to which Türkiye is a party,
  • Does not under any circumstance finance activities included in the "Exclusion List"5 ,
  • Applies the environmental and social risk assessment model developed as part of the Sustainability Management System to the new project finance loan applications over a certain amount and to loan applications in the agriculture segment,
  • Systematically monitors the environmental and social impacts of the loans falling into the foregoing scope, monitors the management of potential impacts by customers within the framework of environmental and social action plans,
  • Attaches importance to financing the projects that will support such areas in line with the perspective of promoting the transition to a low-carbon economy,
  • Systematically evaluates and monitors the environmental and social impacts of agricultural investment loans through the checklist it developed,

Pursues the development of special-themed products and services that offer environmental, social and economic contributions to the development of sustainable finance and strives to shape its relevant product offers according to the needs of the society,

DenizBank's Sustainable Finance Framework

DenizBank has established this Sustainable Finance Framework under which the bank intends to issue green, social or sustainability bonds (including private placements), sukuk, commercial papers, and any other debt instruments (collectively "Sustainable Finance Instruments"), to finance and/or refinance loans with a positive environmental and/or social benefit.

Under this Framework, DenizBank may issue three types of financing instruments:

  • Green finance instruments to finance and/or refinance eligible green loans (as defined in the Use of Proceeds section under Green Eligible Projects);
  • Social finance instruments to finance and/or refinance eligible social loans (as defined in the Use

5 To be found here

of Proceeds section under Social Eligible Projects);

• Sustainable finance instruments to finance and/or refinance a mix of eligible green and social loans (as defined in the Use of Proceeds section under Green and Social Eligible Projects).

Under this framework, General Corporate Purposes (GCP) loans qualify when they are provided to "pure-play companies" with over 90% of revenues coming from green or social activities outlined in the eligibility criteria below.

This Sustainable Finance Framework is based on the International Capital Markets Association ("ICMA") Green Bond Principles ("GBP") 2021 (with June 2022 Appendix I)6 , Social Bond Principles ("SBP") 2023 7 , Sustainability Bond Guidelines (SBG) 2021 version8 as well as the Loan Market Association ("LMA") Green Loan Principles ("GLP") 2023 version9 and Social Loan Principles ("SLP") 2023 version10. Any future changes in the standards mentioned above may be implemented in future versions of this Sustainable Finance Framework.

The DenizBank Sustainable Finance Framework consists of four core components:

    1. Use of Proceeds
    1. Process for Project Evaluation and Selection
    1. Management of Proceeds
    1. Reporting

The DenizBank Sustainable Finance Framework also follows the recommendations of the Green Bond Principles and Social Bond Principles regarding External Review.

The Framework may be revised or updated anytime to remain consistent with the strategy of DenizBank, best market practices and regulatory developments. For the avoidance of doubt, any future change to the Framework may not necessarily apply to sustainable finance instruments previously issued under this framework. Any new Framework will be published on DenizBank's website with the date of the update and replace this Framework. A new Second Party Opinion will be obtained for a revised or updated Framework.

6 To be found here

7 To be found here

8 To be found here 9 To be found here

10 To be found here

3. Use of Proceeds

DenizBank's green, social or sustainable finance instruments will finance and/or refinance, in whole or in part, eligible green and/or social loans ("Eligible Loans"). Eligible Loans are defined as loans that meet, respectively, the green and social eligibility criteria defined below ("Eligibility Criteria").

In alignment with DenizBank's broader sustainability strategy and support of the UN SDG 2030 agenda, the Eligibility Criteria contemplated under this Framework, directly contribute to the achievement of UN SDGs11 and EU Environmental Objectives12 .

Eligible projects may be financed directly by DenizBank or indirectly via its 100% wholly owned subsidiaries which are fully consolidated in DenizBank's financial statements.

Eligible projects that are refinanced up to 24 months prior to the issuance of the sustainable finance instruments will apply. DenizBank will exclude any refinancing of projects or share of projects which were previously financed by other stakeholders e.g. multilateral development banks under green or social labels to avoid any potential double counting of the environmental or social impact.

11 Mapping between ICMA Eligible Categories and UN SDGs based on ICMA High Level Mapping to the Sustainable Development Goals – to be found here

12 Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending regulation (EU) 2019/2088, to be found here

Green Eligible Projects

ICMA Green Eligible
Category and
Contribution to UN
SDG(s)
Eligibility criteria for financing and/or refinancing
Renewable energy
The
equipment,
development,
manufacturing,
construction,
operation
and
maintenance of renewable energy generation sources and their related components:

Solar power: Photovoltaics (PV), concentrated solar power (CSP) and solar thermal
facilities

Wind power: Onshore and offshore wind energy generation facilities and other
emerging technologies, such as wind tunnels and cubes

Hydropower: Small-scale and large13 hydropower projects with either Life cycle
emissions of less than 100g CO2e/kWh Power density greater than 5W/m2 or the
electricity generation facility is a run of river plant and does not have an artificial
reservoir

Geothermal power: Geothermal energy projects with life cycle emissions of less than
100g CO2e/kWh

Bioenergy: Bio-waste anaerobic digestion projects with resulting production and
energetic utilization of biogas (electricity/heat generation)

Green hydrogen: Storage and refuelling infrastructure and fuel production by
electrolysis that is 100% powered by renewable energy sources
Transmission systems: Development of new, or improvement of existing, transmissions systems
(or other infrastructure) to facilitate the integration of electricity from renewable energy
sources into the grid

Construction, renovation and refurbishment of electricity grids that transmit electricity
generated by renewable power plants14 to the national grid

Investments enhancing energy efficiency in respect of the distribution and
transmission of electricity

Smart grids, storage facilities, metering systems that serve to increase the share of
renewable energy in total energy consumption
Exclusion: Energy crops, non-waste feedstock and feedstock which deplete carbon pools are
excluded.

13 Hydropower plants larger than 25MW are excluded

14 The renewable energy sources are limited to sources eligible for financing under the Framework

ICMA Green Eligible
Category and
Contribution to UN
SDG(s)
Eligibility criteria for financing and/or refinancing
Energy efficiency Energy efficiency enhancement:

Refurbishment, rehabilitation and/or renovation investments, which improve the
efficiency of energy consumption by at least 20% and/or reduce greenhouse gas
emissions by at least 20%

Installation, maintenance, or repair of specific energy efficiency equipment such as
energy efficient windows, HVAC systems, LED lights etc. which are rated in the highest
two classes of the applicable national energy efficiency labelling system in Türkiye15and
eligible products under the EBRD green technology selector
Green buildings New and existing residential, commercial or mixed use buildings that meet the minimum
external green building certification level of either:

LEED "Gold" or above

BREEAM "Very Good" or above

BEP-TR "A" or above energy label provided by the energy performance certificate
issued in accordance with the related Turkish Building Code16

ÇEDBİK Green Building certification "Very Good" or above
Clean transportation Zero direct (tailpipe) CO2 emissions vehicles, public and mass transportation as well as related
components and infrastructure:
Fully electric, hydrogen or otherwise zero direct (tailpipe) CO2 emissions vehicles17


Fully electric, hydrogen or otherwise zero direct (tailpipe) CO2 emissions vessels for
the transportation of passengers or freight
Infrastructure related to zero direct (tailpipe) CO2 emissions vehicles including, but not limited
to, EV charging stations, hydrogen fuelling stations and infrastructure dedicated to non
motorized mobility e.g. cycle paths
Exclusion: Dedicated transportation and storage of fossil fuels are excluded.

15 The Turkish National Labeling Framework, to be found here

16 Building permit licenses are not issued for those households whose energy certificate is rated below C, to be found here

17 Vehicles including but not limited to buses, trucks, trains, personal mobility devices and cars, passenger transport, freight transport, marine transport and personal mobility devices

ICMA Green Eligible
Category and
Contribution to UN
SDG(s)
Eligibility criteria for financing and/or refinancing
Pollution prevention
and control
Sustainable water
Establishment, acquisition, capacity expansion and upgrades of facilities to treat, distribute and
conserve waste:
waste-to-energy18.

Waste
reduction,
waste
recycling
and
This
includes
the
development, operation and upgrade of recycling plants and recycling activities such
as for metals, plastic and paper
The management of water and/or wastewater in a sustainable way including the following:
and waste water
management

Industrial waste water treatment and water recycling facilities

Improvements to water infrastructure that increase water use efficiency through
replacements and upgrading of inefficient systems that reduce water loss rate by 25%
in all municipalities and 10% in local administrations19

Water desalination projects running on reverse osmosis technology with a carbon
intensity of less than 100gCO2e/kWh over the residual asset life20
Environmentally
sustainable
management of
living natural
resources and land
use
Sustainable agriculture and forestry:

Environmentally sustainable agriculture (Certified agricultural practices under
sustainable certification schemes, including EU Organic, Global G.A.P., Better Cotton
Initiative, Cotton Made in Africa, Global Good Agricultural Practices)

Sustainable forestry, including afforestation, reforestation and rehabilitation of
degraded forests (certified under eligible third-party schemes such as Rainforest
Alliance, Forest Stewardship Council (FSC) and the Programme for the Endorsement of
Forest Certification (PEFC)

18Meeting the following thresholds: plant efficiency>=25%; AND bottom ash recovery; AND >=90% recovery of metal from ash; AND average carbon intensity of electricity and/or heat over the life of the plant <= waste management allowance; AND the capacity of the plant does not exceed the calculated residual waste at any time in the plant's life

19 These targets are set in the Türkiye's Water Efficiency/Productivity and Water Sustainability Action Plan (2023-2033) and by 2040 for reduction in local administration, to be found here

20 The asset may be fully or partially powered by renewables as long as it meets the 100gCO2e/kWh threshold

Social Eligible Projects

ICMA Social Eligible
Category and
Contribution to UN
SDG(s)
Eligibility Criteria Target group(s)
Employment
generation, and
programs designed to
prevent and/or
alleviate
unemployment
stemming from
socioeconomic crises,
including through the
potential effect of
MSME financing and
Financing or refinancing of MSMEs as per KOSGEB definition21, meeting
any of the following criteria:

MSMEs must be located in the most economically disadvantaged
areas of Türkiye. Disadvantaged areas are defined as NUTS 2 (2021)
regions22
, meeting the following criteria:
o
The GDP per capita is lower than the national average

MSMEs in priority investment areas23

MSMEs facing natural disasters or health pandemics

MSMEs where the majority of employees are women

Female-owned businesses which are defined as companies with
50% or more shareholding owned by women

MSMEs in
areas with high
unemployment
or low income

Female-owned
businesses

Youth-owned
businesses
microfinance Youth-owned small and micro enterprises24

MSMEs or businesses involved in DenizBank Exclusion List Activities
25
will not be financed under the Framework.

21 KOSGEB definition to be found here

22 NUTS 2 (2021) regions: The NUTS classification (Nomenclature of territorial units for statistics) is a hierarchical system for dividing up the economic territory of the EU and the UK, and also of EU candidate countries. The currently valid NUTS 2021 classification is valid from 1 January 2021. To be found here (https://ec.europa.eu/eurostat/web/nuts/background)

23 The priority investment areas are defined in the Decree No 2012/3305 on State Aids for Investments, which aims to regulate the principles and procedures for directing savings to investments with high added value, increasing production and employment, encouraging strategic investments. Definition of Priority Investment Areas: The regions (3-4-5-6) specified in the Decree No 2012/3305 (as amended from time to time) taking into account their socioeconomic development levels. 24 Entrepreneurs up to 30 years old are considered to be included in the "youth" eligible group.

25 To be found here

ICMA Social Eligible
Category and
Contribution to UN
SDG(s)
Eligibility Criteria Target group(s)
Food security and
sustainable food
systems
Financing or refinancing of farmers26, meeting the following criteria:
Agri loans disbursed in the low income areas27


Clients contributing to food security through purpose-made
financial products ( "Producer card"28 and/or other agriculture
products) pertaining to the production of basic food products

Increase production of basic food products based on DenizBank's
in-house scoring system which is capable to determine how much
working capital farmers need for production of all crop types in
Türkiye
Exclusion: Loans are subject to negative screening as per DenizBank
Exclusion List Activities, additional Denizbank Exclusion List Activities for
Agricultural Segment and exclude livestock production

Smallholder
farmers

26 Farmers will also meet the MSME criteria as per KOSGEB definition (to be found here)

27 DenizBank defines low income threshold as NUTS 2 regions with poverty threshold less than Turkiye's national average based on poverty rate relative to 50% of median income provided by TurkStat Income and Living Conditions Survey. Poverty threshold is calculated for each region by using median value of equalized household disposable individual income, taking into account household size and composition. Poverty and living conditions statistics provided by TurkStat to be found here

28 To be eligible for Producer card, DenizBank's customer(s) should be registered farmer with the Turkish government's national farmers database called the Farmers Registration System (FRS). All farmers are required to register in the FRS to benefit from the subsidized loans and grants provided by the Turkish government. DenizBank automatically draws documents and information from the FRS to determine customer's credit limit. DenizBank's obtains operational information including (i) the size of the land, (ii) type of the crop and (iii) all the required documents to register in the FRS. This comparison between customer statements and information from the FRS serves to assess customer's Environmental and Social Risks in line with DenizBank's Sustainability Management System and Exclusion List

ICMA Social Eligible
Category and
Contribution to UN
SDG(s)
Eligibility Criteria Target group(s)
Access to essential
services (healthcare,
education, disaster
relief and financial
services)
Financing or refinancing of loans to expand access to public, free,
subsidised, or non-profit healthcare and education services as well as the
related infrastructure, meeting the following criteria:

Construction, maintenance or refurbishment of hospitals or
healthcare centers

Infrastructure for the provision of emergency medical
response, disease control services, medical supplies, and
vaccines to prevent the spread of infectious diseases or health
disasters

Provision and service of emergency medical response, disease
control services, medical supplies, and vaccines to prevent the
spread of infectious diseases or health disasters

Construction, maintenance or refurbishment of public schools,
universities, training for educational professionals and cultural
facilities
Financing or refinancing of loans to expand access to basic needs,
services and infrastructure in the impacted cities or provinces during a
disaster relief, meeting the following criteria:

Reconstruction of basic infrastructure (e.g. housing, electricity
transmission network, water distribution network)

Financial support for retail and commercial activities disrupted
by the disaster

General public

Aging
population

Financial support or programs to support persons who are
unemployed because of the disaster

Temporary housing and financial support for persons who are
displaced because of the disaster

4. Process for Project Evaluation and Selection

DenizBank has established a clear decision-making process to determine the eligibility of the nominated eligible Loans, in accordance with the description of the Eligibility Criteria mentioned in the Use of Proceeds section of this Framework.

Eligible Loans will be selected by a dedicated Sustainable Finance Working Group (hereinafter referred as to the "Working Group") set up within DenizBank. This Working Group is formed by members of e.g. treasury, legal, sustainability and other relevant business teams.

The Sustainable Finance Working Group is responsible for:

  • Monitoring that the evaluation and definition of the Eligible Loan Portfolio is made in line with the Eligibility Criteria as set out in the Framework, validating the purpose of the financing and the environmental and social objectives they contribute to. Excluding loans that no longer comply with the Eligibility Criteria or have been disposed of and replacing them on a best efforts basis.
  • Monitoring to ensure that Green, Social and Sustainable Finance Instruments allocations are made solely for the purposes of (re-)financing Eligible Loan Portfolio.
  • Reviewing from time to time the content of the Framework and updating it to reflect to the extent possible – changes in business strategy, technology, market, or regulatory developments.
  • Solicit third party to produce or update external documents such as Second Party Opinion (SPO), technical report, and/or external review when needed.
  • Overseeing, approving and publishing the allocation and impact reporting, including external assurance statements.
  • Qualifying that internal processes to identify mitigants to known material risks of negative social and/or environmental impacts associated with the Eligible Projects are carried out. Such mitigants may include clear and relevant trade-off analysis undertaken and monitoring required where the Company assesses the potential risks to be meaningful.

Project evaluation and selection also complies with DenizBank's business and sustainability objectives as well as with applicable national and international environmental and social standards and regulations, to ensure a stringent management of any potential negative impacts.

DenizBank's sustainability guidelines and policies underpin this Sustainable Finance Framework and serve as minimum standards for all business processes, including those financed with the proceeds of green, social or sustainable finance instruments issued under this Framework. DenizBank also applies risk management measures in its business decisions which are supported by bank-wide planning, reporting and controlling systems.

For all Eligible Loans financed under this Framework, DenizBank intends to assess any known material risks of negative environmental or social impacts to ensure that while an environmental and/or social objective is achieved, it is not done at the expense of other material environmental and/or social objectives in line with DenizBank's Environmental and Social (E&S) Risk Management procedure29 . Any Eligible Loans financed under 100% wholly owned subsidiaries will be screened against E&S risks on the subsidiary level.

E&S Risk Management Procedure for Project Finance ("PF")

Step 1: Branch relationship manager assesses activities of customer against DenizBank's Exclusion List. Customer signs a declaration form confirming they are not involved in activities under the Exclusion List. Loans which fall under Exclusion List are terminated and added to an ESRM Annual performance form.

Step 2: Loans are evaluated under DenizBank's E&S Risk Assessment model and categorized into 4 categories:

Category Scope Next stage
A Projects with significant potential negative Detailed E&S Due Diligence or additional
social or environmental effects or diverse, information may be required. The PF E&S risk
irreversible, or unprecedented risks. assessment specialist seeks the assistance of
an external independent E&S risk evaluation
consultant to conduct an independent review
and risk assessment. An E&S Management Plan,

29 Under DenizBank's Environmental and Social Risk Management ("ESRA") model, there are three separate models used on the basis of the potential loan amounts: Customer Rating System (the loan amount requested is less than TRY 5 million), Internal Rating System (the loan amount requested is more than TRY 5 million) and Project Finance model (the loan amount requested is more than USD 10 million).

if applicable, is required in the Due Diligence
report.
B+ Projects that have limited potential negative Detailed E&S Due Diligence or additional
social or environmental effects or risks to a information may be required. Depending on the
large extent, are easily addressed with field complexness of the E&S risks of the project, a
specific and mitigation measures. However, decision is made whether or not to work with an
these projects may have some specific features independent E&S risk evaluation consultant. An
with significant social or environmental effects E&S Management Plan may be included but not
or risks. mandatory.
B- Projects with limited potential negative social E&S risk specialist creates an action plan as a
or environmental effects or risks and easily result of the E&S risk assessment.
addressed with field-specific and mitigation
measures.
C Projects which have zero to minimum level of E&S risks are considered minimum, hence no
negative social or environmental effects or need for further assessment.

Step 3: E&S Risk Assessment Team prepares an E&S action plan according to the risk category of the customer.

Step 4: Loan file containing the E&S risk outcome are assessed by the underwriting department. If necessary, the E&S risk assessment specialist will cooperate with the loan agreement department to ensure E&S risks are reflected appropriately in the loan agreement.

Step 5: Loans which have been approved by the underwriting department will be screened for their alignment with the criteria in DenizBank's Sustainable Finance Framework.

Step 6: E&S follow-up and monitoring processes are initiated and coordinated by an E&S risk assessment specialist. Monitoring processes can be supported by consultants, if and when needed. When necessary, branch relationship manager information flow is ensured. The branch relationship manager will share the developments in the loan activities with an E&S risk assessment specialist.

5. Management of Proceeds

The net proceeds of the green, social or sustainable finance instruments issued under this Framework will be managed by DenizBank in a portfolio approach. DenizBank intends to allocate the proceeds from the green, social or sustainable finance instruments to an Eligible Loan Portfolio that meet the use of proceeds eligibility criteria and in accordance with the project evaluation and selection process presented above.

DenizBank will strive, over time, to achieve a level of allocation to the portfolio of Eligible Loans which matches or exceeds the balance of net proceeds from its outstanding green, social or sustainable finance instruments.

DenizBank will commit to, on a best-effort basis, allocate the net proceeds from the sustainable finance instruments to eligible loans within 24 months from issuance date of the instruments.

Pending the full allocation to the Eligible Loans Portfolio, DenizBank will hold and/or invest the balance of net proceeds not yet allocated in its treasury liquidity portfolio (for example, in cash or cash equivalents, money market funds, etc.).

6. Reporting

DenizBank intends to report on the allocation of an amount equal to the net proceeds to the eligible loan portfolio and wherever feasible reporting on the impact of the eligible loan portfolio, at least at the category level, to be renewed annually until full allocation. Such information will made public30 on DenizBank's website31 . DenizBank intends to report on an aggregated basis for all the DenizBank's green, social or sustainable finance instruments outstanding. DenizBank intends to align its impact reporting with the Handbook for Harmonized Framework for Impact Reporting – June 2022 32 .

30 If the sustainable Finance instrument is a loan/private placement, the annual report may be provided to lenders/investors on a bilateral basis instead of being publicly shared

31 To be found here

32 To be found here

Allocation Report

The allocation report may provide indicators such as:

  • The total amount of DenizBank's green, social or sustainable finance instruments outstanding
  • The amount of net proceeds allocated to Eligible Loans
  • The breakdown of Eligible Loans by project categories
  • The balance of unallocated proceeds
  • The amount or the percentage of new financing and refinancing

Impact Report

DenizBank intends to report on the estimated and/or if feasible, actual environmental/social impacts of the loans funded with proceeds from green, social or sustainable finance instruments through annual impact reporting. Where relevant, information may be provided on data reporting and impact assessment methodologies to increase transparency.

The impact report may provide indicators such as (but not limited to):

Eligible Sustainable Finance Impact Reporting Indicators
Project Categories
Green Project Categories
Renewable energy
Estimated annual GHG emissions reduced/avoided in tonnes of
CO2 equivalent

Capacity
of
renewable
energy
plant(s)
constructed
or
rehabilitated in MW

Expected annual renewable energy generation in MWh/GWh
(electricity) and GJ/TJ (other energy)
Energy efficiency
Estimated annual GHG emissions reduced/avoided in tonnes of
CO2 equivalent

Annual energy savings in MWh (electricity) and GJ/TJ (other
energy savings)
Eligible Sustainable Finance
Project Categories
Impact Reporting Indicators
Green buildings
Estimated annual GHG emissions reduced/avoided in tonnes of
CO2 equivalent

Level of certification, if applicable

Level of Energy Performance Certificate (EPC), if applicable

Estimated annual energy consumption (in KWh/m2)
Clean transportation
Length and type of clean transportation infrastructure built

Estimated annual GHG emissions reduced/avoided in tonnes of
CO2 equivalent

Number of vehicles/vessels financed
Pollution prevention and control
Type and annual amount of recycled waste (tonnes)
Sustainable water and waste
water management

Annual absolute (gross) water savings (in m3 or in %)

Annual absolute (gross) amount of waste water treated, reused
or avoided (in m3 or in %)
Environmentally sustainable
management of living natural
resources and land use

Area of certified forests / rehabilitated forests (ha)

Sustainable agriculture land area (ha)

Amount of certified products (tonnes)
Social Project Categories
Employment generation, and
programs designed to prevent
and/or alleviate unemployment
stemming from socioeconomic
crises, including through the
potential effect of MSME

Number of MSMEs financed

Number of jobs created and/or retained

Number of beneficiaries
financing and microfinance
Eligible Sustainable Finance
Project Categories
Impact Reporting Indicators
Food security and sustainable
Number of farmers benefited
food systems
Access to essential services
Number of new hospitals or healthcare centres built

Number of new schools built

Number of beneficiaries

Number of loans provided to support persons impacted by the
natural disaster

Number of loans provided to reconstruct basic infrastructure due
to the natural disaster

7. External Review

Second Party Opinion

ISS Corporate Solutions, Inc. ("ICS") reviewed the alignment of DenizBank's Sustainable Finance Framework with LMA's 2023 Green Loan Principles and 2023 Social Loan Principles as well as ICMA's Green Bond Principles 2021 (with June 2022 Appendix I), Social Bond Principles 2021 (with June 2022 Appendix I) and Sustainability Bond Guidelines 2021. ICS provided a Second Party Opinion (SPO).

Annual Audit/Limited Assurance on the Allocation Reporting

DenizBank intends to obtain a limited assurance report by its auditor to assess the allocation of the net proceeds of the Sustainable Finance Instruments to eligible projects, on an annual basis until full allocation.

Disclaimer

This Framework is intended to provide general information and is not exhaustive in nature. It may incorporate or reference public information that has not been separately reviewed, endorsed, or approved by DenizBank. Accordingly, no express or implied representation, warranty or undertaking is made and no responsibility or liability is assumed or accepted by DenizBank as to the fairness, accuracy, reasonableness, or completeness of such information. This Framework may contain forward-looking statements regarding future events and expectations. None of the future projections, expectations, estimates, or prospects in this Framework should be interpreted as guarantees or promises, nor should they imply any indication, assurance, or guarantee that the assumptions underlying these projections, expectations, estimates, or prospects are correct, exhaustive, or fully stated in this document. DenizBank has and undertakes no obligation to update, modify, or amend this Framework or the statements contained in this Framework to reflect changes in assumptions or factors affecting these statements, or to notify any recipient if any information, opinion, projection, forecast, or estimate set forth herein changes or subsequently becomes inaccurate.

This Framework is not intended to provide legal or financial advice and should not be construed as such. It does not constitute an offer, invitation to sell, or any solicitation of an offer to subscribe for or purchase, or a recommendation regarding any securities. Nothing contained in this Framework shall form the basis of any contract or commitment whatsoever, and this Framework has not been approved by any security regulatory authority. No representation is made regarding the suitability of any green, social, or sustainable financial instrument to meet environmental and sustainability criteria required by potential investors. Each potential purchaser of green, social, or sustainable financial instruments should assess for itself the relevance of the information contained or referred to in this Framework or the relevant documentation for such green, social, or sustainable financial instruments regarding the use of proceeds, and its purchase of green, social, or sustainable financial instruments should be based on such investigation as it deems necessary. The distribution of this Framework and the information it contains may be subject to legal restrictions in certain countries. Persons who might come into possession of this Framework must investigate the existence of such restrictions and adhere to them. The information in this Framework has not been independently verified. Any second party opinions and ratings have been prepared based on such third party's methodologies. DenizBank makes no representation in relation to such methodology, its accuracy and completeness. The recipient is solely responsible for any use of the information contained herein, and DenizBank shall not be held accountable for any damages, whether direct, indirect, or otherwise, arising from the recipient's use of this Framework.

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