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CEO’S MESSAGE 3

I) ENERJİSA CODE OF BUSINESS ETHICS AND PRINCIPLES 4

1. Confidentiality Principle 4

2. Internal and External Company Relations 5

2.1. Relations with Public Authorities 5

2.2. Customer, Supplier, Consultant and Competitor Relations* 5

2.3. Print/Visual Media and Social Media Relations 5

3. Conflict of Interests 6

4. Other Principles and Responsibilities 6

4.1. Political Activities 6

4.2. Club, Foundation and Cooperative Memberships 6

4.3. Accepting and Offering Loans/Gifts/Donations 6

4.4. Serving Positions Outside the Company 7

4.5. Dress Code 7

4.6. Employment of Relatives 7

4.7. Occupational Health and Safety and the Environmental Protection 7

4.8. Substance Abuse 7

II) REGULATORY COMPLIANCE 7

III) RESPONSIBILITIES OF THE MANAGEMENT 8

IV) SALE AND PURCHASE OF ENERJİSA GROUP COMPANY STOCK SHARES

(INSIDER TRADING) 8

V) MOBBING 9

VI) RESPONSIBILITIES OF ETHICS CONSULTANTS 9

VII) REPORTING AND SOLVING VIOLATIONS OF THE CODE OF ETHICS 9

VIII) EMPLOYEE RESPONSIBILITIES 10

IX) OTHER RESPONSIBILITIES 10

*APPENDIX - A GUIDE TO COMPETITION LAW 11

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Dear Enerjisa Colleagues,

At Enerjisa we have a culture of respect, reliability and responsibility, which we are

required to follow at all stages. We create a difference in our area of operation in

the light of our shared values and our achievements thanks to these values.

It is our joint responsibility to behave according to this culture in the eyes of our

customers, employees, shareholders and society so as to protect Enerjisa’s strong

reputation.

Covering all the requirements to be observed at every stage of our operations, this

document is a compass to ensure Enerjisa’s culture is sustainable and reflects our

deep-rooted heritage within the Sabancı community and the ethical values we

share with our global partner E.ON.

At the same time the changing environment in our industry and newly passed

regulations require us to interpret business principles in line with today’s conditions

and requirements, and to take action at the same standard no matter what the

circumstances. Accordingly, our code of businee ethics, prepared considering this

dynamic environment within which Enerjisa finds itself, serves as a resource that

will unite us around the same responsible approach at every stage of our business

processes.

As Enerjisa employees we are responsible for working in accordance with ethical

and humanitarian values. I sincerely believe that our colleagues at every level will

pursue and abide by these rules based on a deep-rooted culture that unites us all

on a common ground. This is the only way to carry Enerjisa’s values and our

reputable standing into the future.

Kıvanç Zaimler

CEO

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I. OUR CODE OF BUSINESS ETHICS AND PRINCIPLES

1. OUR CONFIDENTIALITY PRINCIPLE

1.1. As Enerjisa employees we regard confidentiality as one of the

highest-ranking priorities and make a conscious effort to ensure that

any written materials belonging to the company are not taken

outside of the company.

1.2. In the interest of keeping financial and corporate information

confidentiality of the utmost priority, we pay strict attention to ensuring

that no work, be it information, documentation, project work, software,

reports, procedures, etc. in written, visual, oral, or any other format is

taken outside of the company or shared with third parties.

1.3. When it comes to information security we are all signatories to the

Enerjisa Information Security Letter of Undertaking, meticulously

adhering to it and the details of the relevant legislation.

1.4. We do not share any passwords for any computers, telephones,

tablets, data storage devices or software to anyone inside or outside

the company. We act in accordance with the Protection of Personal

Data Law (PPDL) undertaking responsibility for the security of the

information and personal information kept for work purposes on all

the desktop computers and/or laptops, mobile telephones and

tablets assigned to us.

1.5. We do not use any of the devices allocated to us such as cars (except

for corporate presentation cars), computers, tablets, radio sets, or

mobile telephones outside of Enerjisa works. We pay great attention

to prevent any loss, theft, or damage to these devices and protect

the security of the information contained on them. If an undesirable

situation arises, first we alert the management and then law

enforcement officers (in the case of theft or loss).

1.6. If it deems necessary, the Internal Audit Unit Department can

examine any devices given to the employees by Enerjisa, or

software records made on these, (notebooks, external data storage

devices, mobile telephones, tablets, e-mails, Skype, SMS) and is the

only unit authorized to do so. To be taken from the the Technology

and Customer Solutions Department upon written requests, the

records can be subject to examination.

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1.7. We do not share the personal and/or financial information of our

customers, suppliers, or other company employees to unauthorized

third persons outside of working purposes. Former Enerjisa

employees who have left the company maintain an awareness of

this responsibility for future periods.

1.8. During supplier selection processes we refrain from activities that

would benefit ourselves, our relatives and/or third persons.

2. OUR INTERNAL AND EXTERNAL COMPANY RELATIONS

2.1. Relations with Public Authorities: Enerjisa’s relations with public

administration, political organizations, trade unions and other

organizations are based to the highest degree on the principles of

integrity, honesty, equality and autonomy. Therefore, we abstain

from any behaviors that could be interpreted as favoritism or leading

the other party’s decisions. In our relations with public authorities

we comport ourselves as befits a brand of E.ON and Hacı Ömer

Sabancı Holding, staying independent of any political commentary.

2.2. Customer, Supplier, Consultant and Competitor Relations: As

employees of Enerjisa we pay the utmost importance to protecting

Enerjisa’s corporate image from harm when representing our

company before customers, shareholders, affiliates and other

companies. We openly operate in a secure manner by ensuring that

all of our dealings with consultants or other organizations are

conducted under a signed confidentiality agreement. Accordingly,

for any employee whose working relationship with Enerjisa comes

to an end, possibility of a temporary consultancy duty will be subject

to the proposal of their unit’s head, the assessment of the Head of

Human Resources and Corporate Competence and the approval of

the CEO.

2.3. Print/Visual Media and Social Media Relations: In our relations

with the press we distance ourselves from any situations that could

open the way for speculation or negative judgments and abstain

from actions or behaviors that could harm Enerjisa’s security and

reputation. Along with this, we also take the Enerjisa Digital and

Social Media Principles Document published on 28.12.2016 as a

basis for all our corporate dealings conducted via social media.

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3. CONFLICT OF INTERESTS

A conflict of interests refers to a situation in which one of our employees

and/or a member of their family has one or more personal interests that

could affect the company in a positive or negative way. If this situation

arises we must the related manager and the Ethics Consultant. We pay

the utmost attention to abstaining from any relationships or situations

that could lead to a potential or real conflict of interests.

4. OUR OTHER PRINCIPLES AND RESPONSIBILITIES

4.1. Political Activities: We display great sensitivity to ensuring that we do

not become members of any political organizations on behalf of company’s

name. We also abstain from any personal memberships that could harm

Enerjisa’s image and any kind of activities during working hours that could have

negative effects.

4.2. Club, Foundation and Cooperative Memberships: We are careful not

to join any clubs, foundations or cooperatives in Enerjisa’s name and to abstain

from any personal memberships that could harm Enerjisa’s image and any kind

of activities during working hours that could have negative effects.

4.3. Accepting and Offering Loans/ Gifts/ Donations:

Accepting Gifts and Donations:

As Enerjisa employees we do not accept any gifts or advantages from any of

our customers, supplier firms, affiliates, or other individuals related to our

company’s commercial business.

Written consent must be obtained from the Ethics Consultant for a single gift

worth over 300TL, or gifts totaling more than 1500TL over the course of a year

(iftar meals, sport/concert events, Christmas hampers, etc.).

We politely decline any gifts that run contrary to the Enerjisa Code of Business

Ethics and say that giving and offering gifts is against the company’s principles.

If the party giving the gift will not take it back or there is a chance that returning

the gift could spoil relations, the Ethics Consultant must be contacted regarding

the use of the reward and donation.

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4.4. Serving Positions Outside the Company: Enerjisa employees cannot

take up paid positions in another company or organization inside or outside

working hours without the written permission of the management. If the related

management gives its approval, the Human Resources Department and the

relevant company’s Ethics Consultant must be informed.

4.5. Dress Code: We pay as much attention to our appearance as the quality

of our work and make sure to dress appropriately as the Enerjisa culture requires.

4.6. Emploeyment of Relatives: For relatives and first-degree relations to

work in the same place and take up positions at one of Enerjisa’s subcontractor

firms, it must be ensured that this conforms with the EE-P-215- Hiring

Procedure.

4.7. Occupational Health and Safety (OHS) and Environmental

Protection: In order to ensure that we provide a safe and happy work

environment, we keep track of our employees’ OHS training attendance and take

all the relevant measures. If we observe any potential dangers in the workplace

we inform the management in writing/in person, or fill out a “Near Miss” form.

4.8. Substance Abuse: As our work requires huge attention and care, we

never consume alcohol, narcotics, or pleasure-inducing substances during

working hours. In events organized by Enerjisa, we act responsibly and do not

ignore the responsibilities of a working environment.

II. REGULATORY COMPLIANCE

As Enerjisa employees we work in compliance with international regulations

and national laws and we cooperate with appointed authorities when

necessary. While carrying out our responsibilities at Enerjisa and conducting

our daily work we ensure that we n e v e r enter into any illegal activities.

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III. RESPONSIBILITIES OF THE MANAGEMENT

Within the framework of the “Enerjisa Code of Business Ethics” as Enerjisa

management;

- Supports any code of ethics that supports the Enerjisa culture.

- Acts in accordance with competition law and the PPDL.

- Sets an example to its employees regarding adherence with the Code of

Business Ethics.

- Shows its employees the right path in case of complaints and ensures that

training and informative activities related to the Code of Business Ethics

take place.

- Ensures that all of the processes under its management are conducted

in accordance with codes of ethics.

- Pursues policies sensitive to occupational health and safety, the

environment and nature, and ensures that its employees work in

accordance with this Code.

- Does not allow any discrimination to be made regarding its employees’

gender, religion, language, ethnicity or political persuasions.

IV. SALE AND PURCHASE OF ENERJİSA GROUP COMPANY STOCK

SHARES (INSIDER TRADING)

A t Enerjisa we expect our employees to abide by the legal regulations

on the sale and purchase of company stock shares and to avoid any

situations that could lead to conflict of interests. In line with the above,

our employees are required to practice the following:

Code of Practice

- In situations where information is restricted from being shared with the

public, the use of this information by oneself and/or a third person

(insider trading) is inappropriate.

- Those who can trade insider information are; the chairman and board

members, managers and auditors of publicly held corporations, those who

may come across information during their employment, and those who

may come to know the information through direct or indirect contact with

those individuals.

- These individuals can purchase and sell Enerjisa stock shares for

investment purposes as long as they use information that is open to the

public.

- Enerjisa employees other than these can freely purchase sell stock shares using information that is open to the public during this period.

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- The restrictions outlined above also apply to the spouses and children of

employees.

- For any topics not already mentioned, the decisions of the SAHOL Policy

and Procedures and the Capital Markets Board of Turkey (SPK) should be taken as a basis.

V. MOBBING

As Enerjisa employees, if we personally experience any act that constitutes

harassment in the workplace and/or notice this happening to any of our

colleagues, we must report this to the Ethics Consultant. We show absolutely no

tolerance for any s e x u a l h a r a s s m e n t , g e n d e r , ethnic or religious

discrimination within Enerjisa. If we come across any of this kind of behavior, we

must immediately share this with a member of the upper management and the

E t h i c s C o n s u l t a n t . VI. RESPONSIBILITIES OF ETHICS CONSULTANTS

Our ethics consultants are obliged to take appropriate action as prescribed in

the Enerjisa Ethical Review Procedure if they are notified of the violation of

any business ethics within or outside the company. The consultants

- Notify the management of any open violation of the Enerjisa Code of

Business Ethics observed during the processes and follow up the action

taken.

- Offer full support for any ethical reviews carried out by the Internal Audit

Department with regards to reported violations of the business ethics.

- Monitor in-company business ethics training activities and the

effectiveness of practices.

VII. REPORTING AND SOLVING VIOLATIONS OF THE BUSINESS

ETHICS

- All employees working under the Enerjisa umbrella and other

shareholders can report anything in violation of the ethics via the

Enerjisa, Sabancı Holding and E.ON Ethics Reporting Hotlines. Only the

Head of the Internal Audit has authorized access to these reports and the

Internal Audit Unit Department is responsible for the security,

confidentiality, and management of all reporting channels.

- The Head of the Internal Audit decides whether the reports should be

subject to review or not. During the evaluation stage the opinion of the

CEO and the Head of Human Resources and Corporate Competence can be

sought as the situation requires.

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- Employees in managerial positions and above must notify E.ON and

Sabancı Holding Audit Unit before beginning an ethical review process.

- In case of a disagreement regarding the decisions of the company’s Workplace

Behaviour Assessment Committee and its proposed disciplinary actions

presented in the Ethical Review Report, the final decision shall be made by

Enerjisa’s CEO, the Head of the Internal Audit and the Head of Human

Resources and Corporate Competence.

- At the end of every year, those violations of the ethics that have been

reported throughout the year and the results of their related reviews will

be presented to the SAHOL Internal Audit in an activity report.

VIII. EMPLOYEE RESPONSIBILITIES

As Enerjisa employees who love our work and are aware of our responsibilities

we;

- Act in accordance with the regulations at all times.

- Behave in accordance with the procedures, policy documents and

workplace practices that govern the workflow and its implementation.

- Notify the Ethics Consultant if we witness any violation of the code of

ethics or have any suspicions of this.

- Cooperate and comply with the Internal Audit Unit Directorate employees

and the Ethics Consultant during ethical reviews.

IX. OTHER RESPONSIBILITIES

- Enerjisa’s Board of Directors is responsible for authorizing the Enerjisa

Code of Business Ethics and ensuring that it is implemented in the

workplace.

- While guaranteeing the confidentiality of those reporting ethical

violations, Enerjisa’s Board of Directors, Human Resources and Corporate

Competence and Internal Audit Unit are responsible for protecting

employees from any harassment once a report has been made and are

liable for their occupational health and safety.

- The Human Resources and Corporate Competence provides the required

training to our employees in order to raise their awareness of the

regulations in question. Our employees must sign a written declaration that

they have read and will comply with the Enerjisa Code of Business Ethics

both when they first enter the role and once a year for the continuation of

their employment.

- The Ethics Consultant is responsible for conducting analyses of these

declarations and reporting the results to the upper management.

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GUIDE TO COMPETITION LAW (APPENDIX-1)

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CONTENTS

1. ENERJISA COMPETITION LAW COMPLIANCE POLICY 13

2. SCOPE AND AIM OF THE LAW 14

3. AGREEMENTS AND CONCERTED PRACTICES RESTRICTING COMPETITION 15

I. General Principle 15

II. Agreements 15

III. Concerted Practice 16

IV. Exchange of Competition-Sensitive Information 16

4. LEGAL UNBUNDLING IN THE ELECTRICITY SECTOR AND ABUSE OF

DOMININT POSITION 17

I. Legal Unbundling 17

II. Abuse of Dominant Position 17

5. MERGERS AND ACQUISITIONS 18

6. DAWN-RAID 18

7. DOS / DON’TS LIST 19

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1. ENERJİSA’S COMPETITION LAW COMPLIANCE POLICY

We benefit from the strong reputation we have today as a result of the responsible

and ethical approach that we have always shown. The fact that we are able to

carry our values and the collaborative sharing that these values offer us into the

future is again only possible with the precision and care that we have shown.

In accordance with the legacy that we have inherited from Sabancı Holding, the

ethical values that we share with E.ON, and together with our shareholders, we

adopt acting in full compliance with the laws and all applicable legal regulations as

the basis of our policy. With this in mind, Enerjisa sees it as one of its top priorities

to proceed in full compliance with the Law on the Protection of Competition No.

4054 and all of its regulations.

In keeping with our shared responsibility for protecting the company’s good name

in our relations with competitors and suppliers, we pay attention to complying with

competition law, especially regarding the economic fundamentals of

communication and interaction and practical applications with companies in

electricity retailing.

Knowing that violations of competition law lead to substantial fines or claims being

issued against companies and that fines can also be imposed on individual

employees, we act with an awareness of the serious damage that non-compliance

would cause to our reputation and the value of our brand.

It is only possible to prevent anti-competitive practices and sanctions from being

enforced if we instill our employees with a sense of higher purpose. For this reason

it is highly important that our employees read this “Guide”, comply with the

established rules, and pay attention to the advice given in order for Enerjisa’s

corporate culture and reputation to endure. This is why we expect all of our

employees to study competition law as best as they can, digest it, and make sure

that they act according to these regulations at all times.

In the following pages you can see the particular points that we need to follow

within the rules of competition law on which we place particular importance.

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2. SCOPE AND AIM OF THE LAW

The scope of the Law covers the followings:

- Agreements, decisions and practices which prevent, distort or restrict competition

between any undertakings1 operating in or affecting markets for goods and services

within the boundaries of the Republic of Turkey,

- the abuse of dominance by the undertakings dominant in the market,

- any kind of legal transactions and behaviour having the nature of mergers and

acquisitions which shall decrease competition to a significant extent,

- and transactions related to the measures, establishments, regulations and

supervisions

The purpose of this Act is to prevent agreements, decisions and practices

preventing, distorting or restricting competition in markets for goods and services,

and the abuse of dominance by the undertakings dominant in the market, and to

ensure the protection of competition by performing the necessary regulations and

supervisions to this end.

1. Undertaking means natural and legal persons who produce, market, and sell goods or

services in the market, and units which can decide independently and do constitute an economic whole .Since Enerjisa is a joint venture, it cannot be accepted as a Sabancı Group company within the meaning of competition law. Although Enerjisa Retail and Enerjisa Distribution companies are controlled by the same group, there are some different rules implemented with respect to the relations between the distribution and retail companies

(see. Abuse of Dominant Position). Hizmete Özel

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3. AGREEMENTS AND CONCERTED PRACTICES RESTRICTING

COMPETITION

I. General Principle

Agreements and concerted practices between undertakings, and decisions and

practices of associations of undertakings which have as their object or effect or

likely affect the prevention, distortion or restriction of competition directly or

indirectly in a particular market for goods or services are illegal and prohibited.

II. Agreements

In order to be considered within the scope of the Law and subject to the sanctions

set forth in the Law, the agreements:

do not need to be valid agreements pursuant to the provisions of the Civil Code

and the Code of Obligations.

are not subject to any requirements as to form.

do not need to be signed.

Accepting to be bound by such agreement is adequate.

do not need to have been implemented, intent is enough.

do not need to be in the best interests of both parties.

may have been made deliberately or negligently.

The agreements at different levels of the production chain (e.g. those made

between producers and distribution companies, and between distribution

companies and retail companies) are called as vertical agreements; and the

agreements made among competitors are called as horizontal agreements.

Below-mentioned horizontal infringements between the competitors are illegal and

prohibited according to the Law:

Price fixing (increasing or fixing prices, determining minimum price, cancelling

price discounts, setting discount rates and profit margins, etc.)

Submitting concerted bids in tenders (partitioning tenders, boycotting the

tender, setting the bids to be submitted in tenders, etc.)

Partitioning markets / regions / customers

Determining the amount of production / sales

Complicating and restricting the activities of competing undertakings /

excluding them from the market / preventing potential new entrants to the market

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Below-mentioned vertical infringements between the undertakings at different

vertical levels are illegal and prohibited according to the Law:

Agreements through which supplier sets the trader’s prices

Agreements which restrict the territory in which a trader may conduct sales

Long-term exclusivity agreements binding the trader exclusively to the supplier

III. Concerted Practice

In cases where the existence of an agreement cannot be proved, that the price

changes in the market, or the balance of demand and supply, or the operational

areas of undertakings are similar to those markets where competition is prevented,

distorted or restricted, constitutes a presumption that the undertakings are

engaged in concerted practice and the undertakings, in this scope, should prove

that they have not been engaged in concerted practices. Undertakings may prove

that they have not been engaged in concerted practices, provided that it is based

on economic and rational facts.

The undertakings may be deemed to be engaged in concerted practice in case of:

A similar price increase made concurrently by competitors in a specific market,

Cease by competitors of any practice in favour of customers (e.g. price

reduction) concurrently,

Lack of competition between the competitors in an area requiring competition

and the absence of a rational explanation for it (For example; the same quotation

given by each competitor to a specific buyer, avoidance of competition by

competitors, etc.)

IV. Exchange of Competition-Sensitive Information

Exchange between competitors of any strategic information directly affecting the

competition or eliminating uncertainty in the market is considered as a violation of

competition since it yields collaborative results and creates symmetry in the

market. The Competition Board considers merely the exchange of competition-

sensitive information between competitors as infringement. In addition, exchange

of information facilitating the functioning of the cartel by way of allowing for

monitoring of compliance with the mutually agreed rules is considered as a part of

the cartel.

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The information listed below is considered as competition-sensitive information;

Fees, promotions, prices, and sales strategies that you intend to apply, and

inventory figures

Tenders intended to be entered and the bids to be submitted in such tenders

Costs and profit

Anything that constitutes trade secret for and makes the company competitive

In the meetings of associations of undertakings or in industry meetings;

Absolutely review the agenda before the meeting.

Always review before the meeting.

Keep all the agenda, minutes and documents.

If your competitor brings up the issues of sensitivity in terms of competition

law, object to it and leave the meeting.

Before leaving the meeting, ensure that your objection is entered into the

minutes of the meeting and take a copy of it with you.

If there is no minutes recorded in the meeting, the objected issues must be

notified to the other competing participants in writing immediately after leaving the

meeting. Make sure to absolutely consult with the Legal Department before the

issuance of such a notice.

4. LEGAL UNBUNDLING IN THE ELECTRICITY SECTOR AND ABUSE

OF DOMININT POSITION

I. Legal Unbundling

Within the scope of the legal unbundling of distribution and retail sales activities:

It is important that the eligible consumers obtain to select and change the

supplier

It is required that it should be guaranteed that distribution companies will not

make discrimination and exclude the competitors of their affiliated group in the

retail market by way of abuse of their dominant position

The customers should be informed and their awareness should be raised about

the facts that the distribution and sales of electricity are two distinct and

independent activities and these activities are conducted by different companies.

II. Abuse of Dominant Position

The abuse, by one or more undertakings, of their dominant position in a market for

goods or services within the whole or a part of the country on their own or through

agreements with others or through concerted practices, is illegal and prohibited.

The abuse of the dominant position is prohibited and illegal according to the Law

but not holding dominant position for any undertaking.

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An undertaking holding dominant position may abuse its dominant position: by complicating the activities of its competitors

by the behaviours and policies aimed at excluding competitors from the market

by offering discriminative conditions to their purchasers with equal status

by actions aimed at distorting competition in another market by means of

exploiting the advantage created by dominance in a particular market

by pricing policies that may be characterized as exorbitant or predatory;

by restricting production, marketing or technical development to the prejudice

of customers.

Such acts of an undertaking holding dominant position are prohibited under the

Law. Therefore, the followings may be deemed as abuse of dominant position in

the electricity sector:

Distribution company’s discriminative behaviours in favour of the local retail

company,

Practices aimed at complication of eligible customers’ process for change of

suppliers and increasing the transition costs.

5. MERGERS AND ACQUISITIONS Mergers and acquisitions creating dominant position or strengthening the dominant

position of an undertaking and significantly restricting the competition are

prohibited. Merger by one or more undertakings, or acquisition by any undertaking

or person from another undertaking – except by way of inheritance – of its assets

or all or a part of its partnership shares, or of means which confer thereon the

power to hold a managerial right, with a view to creating a dominant position or

strengthening its / their dominant position, which would result in significant

lessening of competition in a market for goods or services within the whole or a

part of the country, is illegal and prohibited.

6. DAWN-RAID

The Competition Board may act ex-officio or upon the applications filed to it and

perform dawn-raids at undertakings and associations of undertakings in cases it

deems necessary. Such examinations are performed by experts authorized by the

Competition Board. In such a case, the assigned experts are authorized to conduct

inspections in all buildings, vehicles and other areas of the company, to request for

all documents, to examine the documents, e-mails, books and documents and to

take copies thereof, and to ask questions to the employees regarding the events

and documents.

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7. DOS / DON’TS LIST

DOS: Determine the terms and provisions of the services provided for customers

independently from competitors (without any contact with competitors).

Always compete for customers unless there are reasonable reasons for non-

competition.

Pay attention that non-compete obligations arising from the concluded

agreements do not exceed 5 years and that the agreements containing exclusivity

are, in any event, reviewed by the Legal Department before execution.

Absolutely ask for the agenda before the meetings to be held with competitors

and review the agenda in details before the meeting.

Immediately leave the meeting when any issues that you consider as anti-

competitive are brought up for discussion during the meeting and ensure that this

is entered into the minutes and take a copy of the minutes of the meeting.

Limit the discussions with competitors during the meetings with the items on

the agenda and avoid any other official and non-official conversations.

Ensure that the relations established under the purchase and sale agreements

signed with competing undertakings engaged in energy sector remain only within

the scope of such relationship. Assign the distribution company personnel in the activities to be performed by

the personnel of the local retail company within the limits and to the extent allowed

by laws (call center services, etc.).

Don’t allocate the technical capacities regarding the electricity generation

without licence for your own or fort he affiliated companies and consider the other

investors applications for electricity generation without licence. Distribution companies must stand at an equal distance to all retail companies;

and avoid any discriminative behaviours in favour of the local retail company.

Share the information regarding the eligible customers hold by the distribution

company with all the suppliers as fast as and within the scope same as the retail

sale company.

Evaluate the customer switching requests without distinction between the retail

sale company and other suppliers.

During dawn-raid:

Ask for to whom they request to contact and the aim of the visit and promptly contact to the Legal Department.

Ask the assigned expert to present his/her identity card and authorization

certificate required for the dawn-raid and take a copy of such authorization

certificate

Always make sure that experts are accompanied and bear in mind that you are obliged to cooperate.

Take a copy of the electronical documents held or coplied by the experts.

Ask for immediate help from our Legal Department at any stage at which you are uncertain of your rights and obligations.

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Bear in mind that the experts assigned are authorized to conduct inspections in

all buildings, vehicles and other areas of the company, to request for all

documents, to examine the documents, e-mails, books and papers and to take

copies thereof, and to ask questions to employees about the events and

documents.

Review the report issued at the end of the dawn-raid by the experts with due

care and diligence.

DON’TS:

Don’t conclude any competition-restricting agreements with competitors. Don’t

be involved in any negotiations and exchange of information that may lead to

partitioning of tenders/customers/regions.

Don’t exchange information with competitors with respect to any competition-

sensitive issues, including, particularly, the price items such as prices and discounts

that you offer, etc.

The distribution companies operating in different regions must not prevent sales

and marketing activities to be conducted by the local retail companies that are

within the same economic entirety with such distribution companies.

Don’t stay in a discussion or a meeting where competitors’ competitive-

sensitive information is discussed even if you are not actively involved in such

discussion.

Distribution companies must not make agreements aimed at creating

advantages for their own retail companies operating in the regions of each other.

Don’t give to customers the message that the electricity supply will be cut off

due to illegal use of electricity if no agreement is concluded with the local retail

company.

Distribution companies and local retail companies must not conduct their

activities in a coordinated manner contrary to unbundling principles. Don’t assign distribution company personnel in the works such as marketing,

contracting, etc. which should be performed by the personnel of the local retail

company.

The distribution company must not provide the local retail company with any

information that it may have obtained with respect to the agreements signed by

the competitor retail companies with existing customers.

Don’t transfer the customers exceeding the eligible customer threshold to the

portfolio of the retail company in charge automatically and/or collectively.

Don’t give priority to the consumers switched to the retail company in change

of mechanical meter with electronical meter. Don’t be engaged in any practices against the customers of other retail

companies while providing distribution services.

Don’t reject the change of suppliers by alleging unjestified reasons.

Don’t give warranties to customers stating that some additional services will be

provided by the distribution company for such customers in order to convince them

for concluding agreement with the local retail company.

Hizmete Özel

21

Distribution companies must not provide cost advantage in favor the retail

companies operating in the regions. Don’t reject the requests for change of suppliers by alleging the customer’s

debts which are not already accrued.

Don’t reject the requests for change of suppliers of the customers automatically

or massively switched to the retail companies by alleging current agreement.

During dawn-raid:

Don’t display hostile behaviours or don’t hinder/complicate the inspection.

Don’t take any improper action that may jeopardize your situation, including

destruction of any document, deletion of any file from the computer, hiding

documents or warning third persons about the inspections.

Don’t reject provision of any information or document unless there is a clear

legal opinion that rejecting provision of information or documents is legal.

Don’t leave the experts unaccompanied by any person.

Don’t sign the report unless you make sure that all conversations are correctly

and completely entered into it.