1.Objective
The basic public disclosure policy of Aksa Akrilik Kimya Sanayii A.Ş. (hereafter referred to as “Aksa” or the “Company”) is aimed to equally and efficiently share information with the public, related and authorized institutions and organizations, stakeholders, current and potential investors and capital market experts (capital market contributors) in full, fair, correct, timely and understandable manner, maintaining a continuous active and transparent communication. Aksa believes that sharing information and explanations with stakeholders, excluding information considered commercial secret, shall result in the creation of a more efficient market for capital market instruments of the Company.
With respect to public information, Aksa complies with the provisions of the Turkish Commercial Code, Capital Market Legislation, the regulations of the Capital Market Board and Istanbul Stock Exchange; Aksa acts in due diligence in realization of the Corporate Management Principles regulated in the Corporate Management Communiqué of the SPK.
Aksa Disclosure policy was created on the basis of the related legislation and was approved by the Board of Directors. It was declared to all stakeholders through the corporate website of the Company.
2.Scope
This Disclosure policy covers the procedures and principles related to definition of methods and tools used by Aksa for public enlightment and also communication of Aksa with the capital market contributors under the related provisions of the Capital Market Board and of the Turkish Commercial Code.
3.Responsibility
The Board of Directors is responsible for monitoring, review and development of the Disclosure policy. The task of supervising and monitoring the Disclosure policy has been assigned to the Investor Relations Unit.
4.Public Enlightment Method and Tools
Reserving the provisions of the Capital Market Legislation, Istanbul Stock Exchange regulations and the Turkish Commercial Code, the basic public enlightening method and tools used by Aksa are outlined in the following:
1.Special condition statements submitted to Istanbul Stock Exchange via the Public Enlightening Platform (“PEF”) (these statements are made available for access together with their abstract translations into English so that local and international investors and analysts can have access to in electronic environment),
2.Financial statements and footnotes, independent audit report, declarations and activity report submitted to Istanbul Stock Exchange periodically via the PEF (published in Turkish and in English in our website),
3.Notices and announcements through the Trade Registers Gazette of Turkey and/or through daily newspapers,
4.Press releases made via written and visual media,
5.Information discussions and meetings made face to face or though tele-conference with capital market contributors,
6.Corporate website and information society services, eManagement screens,
7.Communication methods and tools such as telephone, electronic mail, etc.,
8.Presentations containing introductory, financial and operational information of the Company,
9.Annual and interim period activity reports,
10.Other information and documents issued pursuant to capital market regulations.
5.Persons Authorized to Make Public Disclosure
Requests for written and verbal information by capital market contributors, other than the notices specified above will be satisfied in writing and/or verbally, depending on the content of the request, by the Investor Relations Department or within knowledge and upon approval of the line manager within the knowledge of the Investor Relations Department. Press release to written and visual media will be made by the corporate communication unit.
Besides this, the employees of Aksa are not authorized to answer the questions of capital market contributors unless specifically assigned to. Incoming demands of information will be directed to the Investor Relations Unit.
6.Public Disclosure of Special Conditions
Statements on special conditions consisting of continuous and internal information will be prepared under the advice of the related units (such as law, corporate communication, etc.) with the coordination of the Investor Relations Unit in accordance with the “Special Conditions Communique”, excluding information considered to be trade secret, and disclosed to public without delay. Special condition statements will be made timely, correctly, sufficiently and free of any misleading words in order to be of assistance to individuals and entities expected to make use of the disclosure.
Special Condition Statements and Financial Statements bearing the authorized electronic signatures are sent to PEF under the regulations of Istanbul Stock Exchange and the Capital Market Board and published in the corporate website of the Company not later than on the next day and retained at the website for at least five (5) years. In the event of existence of conditions specified in the related regulations, it may be possible to postpone the Special Condition Disclosure.
7.Public Disclosure of Financial Statements
Aksa financial statements will be prepared quarterly under the Capital Market Legislation on the basis of TMS/TFRS published by KGK. Limited semi-annual review and annual financial statements will be subject to independent audit. Financial statements, footnotes and the independent auditor report presented to the Board of Directors for approval together with the declaration of responsibility issued by authorized officers for truth, with the affirmative opinion of the Supervisory Committee in accordance with the Capital Market Legislation will be declared through the public enlightening platform. Financial statements and footnotes related to previous periods are retained in the corporate website of the Company.
8.Annual Report
Annual and interim period reports will be prepared in compliance within the Turkish Commercial Code and the related regulations as well as the related regulations in the Capital Market Legislation and the Capital Market Board Corporate Management Principles. Quarterly, semi-annual and three quarterly interim activity reports will be published together with the interim period financial statements. Annual Report will be prepared within the period of time specified in the Capital Market Legislation. The annual report consisting of the financial statements, Board report and responsibility statement will be disclosed to the public within the period of time specified in the Capital Market Legislation together with the independent audit reports specified in the regulations of the Capital Market Board with respect to independent auditing. Annual Report will be made available to stakeholders for review at least three weeks in advance of a general meeting and also published both in English and in Turkish in the corporate website of the Company.
9.Corporate Website (www.aksa.com)
For public enlightening and ensuring transparency, the matters specified in the Corporate Management Communique of the Capital Market Board will be dealt with in addition to compulsory information under the related legislation.
The majority of the information given at the website is published both in English and in Turkish.
10.Definition of Persons With Administrative Responsibility and Creating a List of persons Authorized to Access to Internal Data
The list of persons authorized to have access to internal data includes the directors of the Company, and persons not being a member of the Board of Directors but having regular access to internal data of the Company directly or indirectly and authorized to make managerial decisions that affect the future development and commercial targets of the Company (‘Persons With Administrative Responsibility”) as well as persons having close relations with the aforementioned individuals and other persons acting for and on behalf of the partnership and having regular or incidental access to internal data directly or indirectly. The list was created on the Central Registry System within the Central Registry Agency and is continuously updated and also published through the corporate website. The managers and employees of the Parent, subsidiaries and commonly managed partnerships of the Company are also among persons authorized to have access to internal data.
With respect to shares representing the capital of the Company and other capital market instruments based on these shares, transactions made by persons having administrative responsibility within the partnership and individuals having close relations therewith exceeding the minimum amount within a calendar year specified in the related notice of the Capital Market Board as well as transactions causing reduction or increase of the total voting right in the partnership or capital shares below or above the said ratios are reported to Istanbul Stock Exchange by the party performing the transaction.
Persons with administrative responsibility cover the Directors of the Company, and persons not being a member of the Board of Directors but having regular access to internal data of the Company directly or indirectly and authorized to make managerial decisions that affect the future development and commercial targets of the Company.
11.Postponement of Public Disclosure of Internal Data
Information defined as internal data include the information, events or developments not publicized yet, which may affect the value and price of capital market instruments as well as investment decisions of investors.
Under Article 6 of the Special Conditions Communique of the Capital Market Board:
1.The Company may, assuming the responsibility, postpone public disclosure of internal data, to prevent any harm to its legitimate benefits, provided that such postponement does not mislead the investors and ensures maintenance of the said data confidential.
2.Immediately after elimination of the cause for postponement of public disclosure of internal data, the Company will appropriately disclose the said internal data in compliance with the Special Conditions Communique. The decision to postpone and the reasons which the decision is based on will be mentioned in the respective statement. No statement may be made if the event which is the subject matter of the internal data demanded to be disclosed is not realized.
3.The Company is liable to ensure confidentiality of the internal data deferred for disclosure and supervise access to these data.
In this context, the Company is obliged to
a) Establish efficient regulations to prevent persons other than those given in the list of individuals entitled to access to internal data from having access to the said data,
b) Take necessary measures to ensure that individuals having access to internal data accept the liabilities specified by the laws and in the related legislation with respect to internal data and the said individuals are aware of the sanctions imposed against misuse or dispersion of such data,
c) Explain the reasons of failure in ensuring confidentiality of internal data.
4) The Board of Directors will decide the effect of postponement on the protection of legitimate benefits of the Company, whether it creates the risk of misleading the investors and measures taken during the period of postponement for protecting the confidentiality of the information or the approval of the person authorized by the Board of Directors will be obtained in writing.
5)Under conditions specified in the second paragraph of Article 5 of the Special Conditions Communique of the Capital Market Board, the said individuals may exercise their right of postponement specified in Article 6 of the Special Conditions Communique. Upon any notification to the Company by he said individuals, the fourth paragraph of this Article will apply.
12.Measures to Ensure Confidentiality Until Public Disclosure of Internal Data
As a general rule, employees possessing internal data will in no way share with third parties all information not yet publicized and constituting a special condition. If such employees are found to disclose the said information inadvertently to third parties, a special condition statement will be made immediately if it is concluded that it will not be possible to keep the said information confidential within the frame of Capital Market regulations. If disclosure is postponed a list of individuals having knowledge of the postponement is issued at the time of the postponement decision and in this context the “List of Individuals Having Access to Aksa Internal Data” is updated. Necessary procedures are performed in order to inform these individuals and other parties having knowledge of the information and necessary measures are taken. Persons included in the list of individuals having access to internal data are informed by the Investor Relations Unit that they are on the list until special conditions, financial and operational results are publicized, in order to ensure that they comply with the rules regarding protection of internal data and abiding with the rules of confidentiality. The Company executes a confidentiality agreement with organizations requiring the internal data for performing their jobs or using the data for and on behalf of the Company, such as consultants, translation services, etc. and impose o these organization the liability of keeping the data confidential.
13.Communication with Capital Market Contributors
Aksa does not provide guidance with respect to expectations regarding the results of interim period and the annual activities. Instead, Aksa prefers to transfer to capital market contributors the critical matters affecting the results of activities, its strategic approach and important elements that provide a better understanding of the environments in which the activities are performed. In unpublicized interviews made with capital market contributors no information not yen publicized and no important/private information will be disclosed.
14.Face-to-face meetings
Meeting made individually or collectively with groups of capital market contributors are an important part of programs used for developing investor relations. However, no new information is provided in these meetings and important and private data not disclosed to public previously will not be disclosed.
15.Forbidden and Silent Period
In the Company and in its Subsidiaries/partnerships Under Common Management persons possessing internal data of continuous information or the spouses, children and other people sharing the same house with those persons are prohibited from performing transactions due to prevailing prohibited period as to Aksa shares, from the day following the completion of financial statements and reports semiannual and annual reports) as well as independent audit reports until the statements and reports are publicized in compliance with the laws.In addition, the questions of analysts, investors and other capital market contributors with respect to financial structure of the Company during this period will not be answered due to prevailing silent period. “Silent period” will not prevent persons authorized to represent Aksa to participate in conferences, forums and panels and make speeches and declarations therein, provided that the related Capital Market Legislation is reserved.
16.Method to Follow Against News Released in Press and Media
Aksa follows the news published by important national the press organizations through a press and media surveillance agency with which it has entered an agreement. In this context, news released every morning is followed by via the subscribed data publisher.
Statements related to incorrect news and speculations in the market:
In the event of news or speculations on our Company, which are important in that they may affect the value and price of capital market instruments or the decisions of investors, publicized for the first time through press and media or other means of communication or having a content which is different from previously publicized information, the Company is obliged to make a public statement as to whether these news and speculations are true or sufficient, under the principles specified in the Special Conditions Communique. This liability will be satisfied without waiting for the issue of any notice or request by the Capital Market Board or the related stock exchange.
17.Publicizing of Prospective Evaluations
In line with the Special Conditions Communique of the Capital Market Board, the Company may from time to time disclose its prospective evaluations. Prospective evaluations will be based on reasonable assumptions and estimations and it may be revised in the case of unpredictable risks and developments.
18.Analyst Reports
Aksa accepts the title of the company issuing analyst reports and does not publish the reports in its website. Aksa does not confirm, verify and assume the responsibility of and disseminate analyst reports. However, under certain and limited conditions or if demanded, Aksa may review analyst reports in order to avoid misinformation of the public, provided that only publicized and retrospective historical information is used. Aksa publicizes in the website, the analysts who monitor Aksa and the companies with the analysts work for.