Investor Relations

1. Purpose and Scope

The purpose of the dividend distribution policy ("Policy") is to determine the Company's dividend distribution principles in line with  the Turkish Commercial Code No. 6102 ("TCC"), Capital Markets Law No. 6362 ("CMB Law"), Capital Markets Board's ("CMB") Dividend Communiqué No. II-19.1 numbered Dividend Communiqué ("Dividend Communiqué") of the Capital Markets Board ("CMB"), the relevant capital markets legislation and the article of the Articles of Association related to dividend distribution, and to enable the shareholders to foresee the procedures and principles of distribution of the Company's future profits.

The Company complies with the Capital Markets Law, the Turkish Commercial Code, capital markets legislation and other relevant legislation and regulations regarding dividend distribution. The Company pays utmost attention to the realisation of the principles set forth in the Corporate Governance Principles set forth in the Corporate Governance Communiqué of the CMB, which may be amended and replaced from time to time.

The Company's Policy has been prepared in line with the CMB's Corporate Governance Communiqué No. II-17.1 ("Corporate Governance Communiqué") and Dividend Communiqué and is announced to all stakeholders, particularly shareholders, through the Company's website  (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy was established by the Board of Directors within the framework of the CMB's Corporate Governance Principles and submitted to the approval of shareholders as a separate item on the agenda of the Company's general shareholders' meeting. The Board of Directors is authorised and responsible for the monitoring, supervision, development and necessary updates of the Company's Policy. Following the decision of the Board of Directors, changes to be made in the Policy, together with its justification, are announced to the public within the framework of the regulations on public disclosure of material events, submitted to the approval of the shareholders at the general assembly meeting and published on the Company's website(www.mhrgyo.com.tr).

3. Profit Distribution Principles

In principle, as long as the relevant regulations and financial means allow, dividend distribution is decided by taking into consideration market expectations, our long-term strategy, our Company's capital requirements, investment and financing policies, profitability and cash position. The profit distribution proposal of the Board of Directors is discussed at the General Assembly. Whether, how and when the profit will be distributed is decided at the general assembly meeting.

The Board of Directors may distribute at least 20% of the distributable profit in cash and/or as bonus shares within the framework of the Company's profitability status, relevant regulations and the Company's strategy, in line with the capital markets legislation and other relevant legislation. Dividends may be distributed to shareholders in cash or as bonus shares by adding the profit to the capital, or may be distributed as a certain percentage of cash and a certain percentage of bonus shares.

Dividend distribution transactions are carried out within the legal periods specified in the legislation.

Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issue and acquisition dates.

Unless and until the reserves required to be set aside in line with  the Turkish Commercial Code and the dividend determined for the shareholders in the articles of association or dividend distribution policy are set aside, no decision can be made to set aside other reserves, to transfer profits to the following year or to distribute dividends to the members of the board of directors, employees of the partnership and persons other than shareholders, and no dividend can be distributed to these persons unless the dividend determined for the shareholders is paid in cash.

Dividend distribution shall be paid no later than the end of the fiscal period in which the general assembly meeting in which the distribution decision is made is held, following the general assembly meeting. The date of dividend distribution is decided by the general assembly. The general assembly or, if authorised, the Board of Directors may decide to distribute dividends in instalments in line with the capital markets legislation.

The Board of Directors may distribute advance dividend provided that it is authorised by the general assembly and complies with capital market regulations.

If the Board of Directors proposes to the general assembly to distribute dividends below the rate determined above or not to distribute dividends, the basis of this proposal shall be disclosed to the shareholders.

4. Dividend Distribution Principles

Dividend distribution principles are regulated in Article 31 of the Company's Articles of Association titled "Distribution of Profit and Reserves":

"After deducting from the revenues determined at the end of the Company's activity period, the amounts that must be paid or set aside by the Company, such as the general expenses of the Company and various depreciation, and the taxes that must be paid by the legal entity of the Company, the remaining profit for the period shown in the annual balance sheet, after deducting the losses of previous years, if any, shall be distributed as shown below:

General Legal Reserves

a)5% is allocated to legal reserves.

First Dividend

b)First dividend is allocated from the remaining amount to be found by adding the amount of donations made during the year, if any, in line with the Turkish Commercial Code and capital markets legislation.

c)After the above-mentioned deductions are made, the General Assembly has the right to decide to distribute the dividend to the members of the Board of Directors, officers, employees and workers, foundations established for various purposes and persons and institutions of similar nature.

Second Dividend

d)The General Assembly is authorised to distribute the amount remaining after deducting the amounts specified in subparagraphs (a), (b) and (c) from the net profit for the period, in whole or in part, as second dividend or to set aside as voluntary reserves in line with Article 521 of the Turkish Commercial Code.

General Legal Reserves

e)One tenth of the amount found after deducting the dividend at the rate of 5% of the paid-in capital from the portion decided to be distributed to the shareholders and other persons participating in the profit, shall be added to the general legal reserve fund in line with the second paragraph of Article 519 of the Turkish Commercial Code.

Unless the reserves required to be set aside by law are set aside, and unless the dividend determined for the shareholders in the articles of association is distributed in cash and/or in the form of shares, it cannot be decided to set aside other reserves, to transfer profit to the following year, to distribute dividends to the members of the board of directors, officers, employees and workers, foundations established for various purposes and such persons and/or institutions.

Dividends shall be distributed equally to all shares existing as of the date of distribution, regardless of their issue and acquisition dates."

5.Dividend Advance Distribution Principles

Pursuant to Article 33 of the Company's Articles of Association titled "Advance Dividend", "The General Assembly may decide to distribute advance dividends to shareholders in line with the Capital Markets Board regulations and other relevant legislation. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the advance dividend amount."

1.Purpose and Scope

The donation and aid policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") has been established in accordance with the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board ("CMB"). The purpose of the Policy is to determine the donation and aid principles of the Company in accordance with the regulations to which the Company is subject and the provisions of the Articles of Association. The Company complies with the Capital Markets Law No. 6362 ("CMB Law"), Turkish Commercial Code No. 6102 ("TCC"), capital markets legislation and other relevant legislation and regulations regarding donations and grants. The Company pays optimum attention to the realisation of the principles set out in the Corporate Governance Principles set out in the Corporate Governance Communiqué of the CMB, which may be amended and replaced from time to time.

This Policy has been prepared in accordance with the CMB's Corporate Governance Communiqué No. II-17.1 ("Corporate Governance Communiqué") and Dividend Communiqué No. II-19.1 ("Dividend Communiqué") and has been announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2.Authority and Responsibility

This Policy has been established by the board of directors within the framework of the CMB's Corporate Governance Principles and submitted to the approval of the shareholders as a separate article on the agenda of the general shareholders' meeting. Monitoring, supervision, development and necessary updates of the Policy are under the authority and responsibility of the board of directors. Following the decision of the board of directors, amendments to the Policy are submitted to the approval of the shareholders at the general shareholders' meeting and published on the Company's website (www.mhrgyo.com.tr).

3.Donation and Aid Principles

Being subject to the limitations set forth in this Policy, our Company may make aids and donations to individuals, non-governmental organisations, associations or foundations, universities, public institutions and organisations operating in the fields of education, culture, arts, environment and sports, non-governmental organisations, associations or foundations, universities, public institutions and organisations within the principles set forth in the Capital Markets Law, Dividend Communiqué and other capital markets legislation with the understanding of corporate social responsibility. The Company may make donations and grants to real persons and public or private legal entities in a manner that will not hinder its purpose and subject matter, provided that it acts in accordance with the regulations on disguised profit transfer and other relevant provisions of the capital markets legislation and other relevant legislation, makes the necessary material event disclosures and presents the donations made during the year to the information of the shareholders at the general assembly.

All donations and grants made by the decision of the Company management are made in line with the Company's vision, mission and policies and in consideration of the ethical principles and values of the Company. Donations and aids may be made in cash and/or in kind.

In accordance with the principles set out in this Policy and the legislation to which it is subject, the Company submits all donations and grants made in each accounting period to the shareholders' information with a separate agenda item at the general assembly meeting of the relevant year.

In the event that the donations and aids made by the Company within the framework of the capital markets legislation are at least 1% or more of the total assets of the last balance sheet disclosed to the public, or if the total of donations and aids below 1% reaches at least 1% of the total assets of the last balance sheet disclosed to the public, necessary material event disclosures are made.

1. Purpose and Scope

This information policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") has been prepared in accordance with the Turkish Commercial Code No. 6102 ("TCC") and Capital Markets Law No. 6362 ("CMB Law"), Capital Markets Board's ("CMB") Communiqué on Material Events No. II-15.1 ("Material Events Communiqué"), Corporate Governance Communiqué (II-17.1) ("Communiqué") and the Corporate Governance Principles ("Corporate Governance Principles") contained in its annex.

The Company management maintains a transparent and close dialogue with its shareholders. The main target is to maximise the value of the Company for shareholders and potential investors.

The purpose of this Policy is to ensure that information and developments related to the Company's strategy and targets, which may affect investment decisions and which do not constitute trade secrets, are presented in a fair, complete, accurate, timely and easily understandable manner to the information of stakeholders, particularly investors, within the framework of the relevant legislation. This Policy covers all employees and consultants of the Company and regulates the written and verbal communication of the Company with capital market participants.

The Company complies with the CMB Law, Turkish Commercial Code, capital markets legislation and Borsa Istanbul A.Ş. ("BIST") regulations on public disclosure and pays utmost attention to the implementation of the principles set forth in the Corporate Governance Principles set forth in the CMB's Corporate Governance Communiqué in force, which may be amended and replaced from time to time.

This Policy has been prepared in accordance with Article 17 of the CMB's Communiqué on Material Events and is disclosed to all stakeholders via the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy has been established by the board of directors within the framework of Corporate Governance Principles and submitted for the information of shareholders as a separate article on the agenda of the Company's general assembly meeting. The board of directors reserves the authority to make amendments to this Policy. Amendments to this Policy shall be published on the Company's website (www.mhrgyo.com.tr) upon the approval of the board of directors. The monitoring, supervision and development of the Company's public disclosure and information policy is under the authority and responsibility of the board of directors. The Company's investor relations department manager is assigned to oversee and monitor all matters related to public disclosure. All questions regarding the principles and procedures of implementation of this policy should be directed to the investor relations department.

3. Public Disclosure Methods and Instruments

Disclosures are made through disclosure instruments  such as material event disclosures, financial statements and reports, annual reports, website, presentations, investor meetings and teleconferences, information letters, press releases, Turkish Trade Registry Gazette ("TTRG"). Without prejudice to the provisions of the capital markets legislation and the Turkish Commercial Code, the main public disclosure methods and tools used by the Company are as follows

• Material event disclosures communicated through the Public Disclosure Platform ("KAP"),
• Financial statements and footnotes, independent audit report, declarations and annual report periodically disclosed to PDP,
• Announcements and notices made through TTSG and daily newspapers,
• Press releases made through written and visual media,
• Informative interviews and meetings held face-to-face or via teleconference with capital market participants,
• Corporate website, (www.mhrgyo.com.tr) information,
• Explanations made via communication methods and tools such as telephone, electronic mail, mobile phone, fax, etc.

4. Public Disclosure of Financial Statements

The financial statements and footnotes of the Company are prepared on a consolidated basis and in line with Turkish Accounting Standards/Turkish Financial Reporting Standards (TAS/TFRS). The annual and semi-annual financial statements are independently audited and disclosed to the public.

Financial statements and footnotes are approved by the Board of Directors with the approval of the Audit Committee within the scope of the provisions of the capital markets legislation before being disclosed to the public. After the statement of accuracy is signed, the financial statements and footnotes, independent audit report and annexed documents are disclosed to the public through PDP in accordance with the CMB and BIST regulations following the approval of the Board of Directors. They are published on the Company's website (www.mhrgyo.com.tr). Prior period financial statements and footnotes and information that may be required by shareholders are available on the Company's website (www.mhrgyo.com.tr).

5. Public Disclosure of Annual and Interim Activity Reports

Annual and interim activity reports are prepared in accordance with the capital markets legislation and Corporate Governance Principles and other regulations in force within this scope. Annual reports are approved by the Board of Directors and disclosed to the public through PDP together with the financial statements and published on the Company's website (www.mhrgyo.com.tr). The annual report is also printed in hard copy to be given to the relevant parties.

6. Public Disclosure of Inside Information and Authorised Persons

Material event disclosures regarding the Company's internal information are prepared by the Company's investor relations department and disclosed to the public by being signed electronically and submitted to PDP.

Material event disclosures are prepared in a timely, accurate, comprehensible, adequate and free from any misleading statements in order to help the persons and entities that will benefit from the disclosure to make decisions.

If any Company employee determines that any important and special information that has not been previously disclosed to the public has been disclosed to the public unintentionally, he/she immediately notifies the investor relations department. In this case, the investor relations department prepares an appropriate material event disclosure in accordance with the provisions of the capital markets legislation and submits it to the PDP.

The Company announces the material event disclosures on the Company's website (www.mhrgyo.com.tr) in Turkish no later than the business day following the public disclosure, and keeps the said disclosures on the website for five years.

7. Authorised Persons to Make Public Disclosures

In addition to the above-mentioned notifications, written and verbal information requests submitted by capital market participants or any organisation/person are evaluated by the investor relations department. In the evaluation made; according to the content of the request, whether it is a trade secret or not and

Within the framework of the Communiqué on Material Events, it is taken into consideration whether they are of a type that may affect investment decisions and the value of capital market instruments. Written and verbal information requests are generally answered by the investor relations department.

Press releases to written and visual media can only be made by the members of the board of directors, general manager, assistant general managers and financial affairs director.

Unless specifically authorised to do so, Company employees may not answer questions from capital market participants. Incoming information requests are directed to the investor relations department.

8. List of Persons with Administrative Responsibility and Access to Inside Information

Within the framework of capital markets legislation, persons with administrative responsibility are (i) members of the Company's board of directors and (ii) persons who, although not members of the board of directors, have regular access, directly or indirectly, to the Company's internal information and are authorised to make administrative decisions affecting the Company's future development and business objectives. Therefore, persons who are not authorised to make administrative decisions are not considered as persons with administrative responsibility and regular access to inside information.

In addition to the members of the board of directors, the persons who have regular access to information and who are also authorised to make administrative decisions are deputy general managers.

All transactions carried out by persons with administrative responsibility and persons closely related to them in relation to the shares representing the capital and other capital market instruments based on these shares are disclosed to the public by those who carry out the transaction within the framework of the principles written in the Communiqué on Material Events.

Pursuant to Article 7 of the Communiqué on Material Events, the list of those who have access to insider information is kept in writing to be submitted to the CMB and/or BIST upon request. All persons on the list are informed about the protection of inside information and compliance with confidentiality rules during their duties. This list is available at the Company and has been notified to Merkezi Kayıt Kuruluşu A.Ş. When there is a change in these persons, the necessary update is made within two business days at the latest.

9. Communication with Capital Market Participants

Limited with  the extent permitted by capital markets legislation, the Company may provide guidance on expectations regarding interim and annual operating results. Instead, the Company may communicate to capital market participants critical issues affecting the results of its operations, its strategic approaches and important elements that provide a better understanding of the sector and the environment in which it operates. Unless otherwise stated in the disclosure policy, only persons authorised to make public disclosures may communicate with capital market participants on behalf of the Company.

10. Unfounded News Circulating in the Market

The news and rumours in the market in written, visual or audio media organs and/or on the internet are monitored by keeping up to date with the market. In principle, the Company does not express any opinion on market rumours and speculations. The Investor Relations Department monitors news and rumours about the Company that appear in the press and on websites. This department evaluates whether these news and information will have an impact on capital market instruments.

If necessary, the Company also decides whether to make a material event disclosure within the framework of Article 9 of the Communiqué on Material Events.

In cases where there is a decision to postpone an announcement, the Company may refrain from making any announcement until the reasons for the postponement are lifted.

However,  when a verification request is received from the CMB and/or BIST within the provisions of the capital markets legislation or if the management decides that a response is necessary and more appropriate, a statement is made about the rumours and gossip in the market.

11. Postponement of Public Disclosure of Inside Information

Persons on the Company's list who have access to inside information are informed about their obligations to keep confidential the inside information that they may have during the performance of their duties or the execution of business and transactions on behalf of the Company, which has not yet been disclosed to the public, not to use it for the benefit of themselves or third parties, or not to disclose it to third parties without authorisation.

The Company may postpone the public disclosure of insider information within the framework of Article 6 of the Communiqué on Material Events in order to prevent damage to its legitimate interests and misleading investors; in this case, it informs the relevant persons about the postponement and takes measures to ensure confidentiality. The postponement process is carried out upon the written approval of the board of directors or senior executives who are generally authorised by the board of directors.

As soon as the reasons for postponement of public disclosure of inside information are removed, a public disclosure is made in accordance with the legislation. In the disclosure to be made, the postponement decision and the underlying reasons shall be stated.

12. Measures to Ensure Confidentiality of Inside Information until Public Disclosure

As a general principle, employees working on behalf and account of the Company may not share with third parties any information that has not yet been disclosed to the public and that may be considered a material event. In the event that it is determined that inside information has been disclosed to third parties unintentionally by these persons, if it is concluded that the confidentiality of the information cannot be ensured within the scope of capital market regulations, a material event disclosure shall be made immediately. If the disclosure of the information is postponed, a list of the persons who have access to the information subject to the postponement is drawn up at the time of the postponement decision and the "List of Persons with Access to Inside Information" is updated in this context. Reasonable measures are taken by carrying out the necessary work to inform both these persons and parties other than these persons who have access to the information. Persons on the list of those who have access to insider information are informed by the investor relations department that they are on the list for the purpose of protecting insider information and ensuring compliance with confidentiality rules until the public disclosure of material events, financial and operational results. The Company signs confidentiality agreements with organisations that require inside information in the performance of their duties or that use such information on behalf of the Company, or from which it receives services such as consultancy or translation services, and obliges such organisations to keep such information confidential. The Company takes all kinds of measures to ensure the confidentiality of insider information in accordance with the relevant legislation.

13. Meetings and Discussions with Investors and Analysts

The Company may organise information meetings for analysts, investors, creditors and shareholders when deemed necessary. Meetings do not have a predetermined calendar year and the frequency of organisation is determined according to need. The Company uses various instruments such as roadshows, teleconferences, e-mails, teleconferences, e-mails, faxes, analyst presentations, statements/announcements for direct information in order to increase the recognition and preferability of the Company in the field of international investment, to highlight the advantages of the Company compared to other companies in an equivalent position and to make the Company preferable to other companies for investing institutions.

The Company recognises analyst reports as the property of the firm that prepared the analyst report and does not publish them on the Company's website (www.mhrgyo.com.tr). The Company does not review, verify, approve, endorse, take responsibility for or disseminate analyst reports or revenue models. However, in certain specific and limited circumstances and upon request, in order to prevent misinformation of the public, only review analysts' reports, provided that such review is limited to a specific topic and utilises publicly available historical information.

14. Public Disclosure of Future Assessments

In accordance with the Policy, the Company may disclose its future expectations to the public from time to time. Forward-looking assessments may be disclosed subject to the decision of the board of directors or the written approval of the person authorised by the board of directors. Disclosures may be made a maximum of four times a year. It may be disclosed on PDP in material event disclosure format or presentation format. If there is a significant change in forward-looking assessments, this number limit may be exceeded and the necessary disclosure is made. In addition to material event disclosures, forward-looking assessments may be made through press organs, press conferences, press releases, national and international conferences, meetings or other means of communication within the framework of the principles set forth in the capital markets legislation.

It is submitted for the information of those concerned that the future assessments shared with the public are based on certain assumptions and may differ from the actual results. In case there are significant changes regarding the future assessments or if it is understood that the assessments will not be realised, the public is periodically informed by the same means without delay.

15. Quiet Period

In order to prevent asymmetric information distribution and unauthorised disclosures regarding the financial statements, the Company refrains from discussing the Company's operating results and financial position to be reported in the financial statements with capital market participants during certain periods of the calendar year. This period is called "quiet period". The silent period for the Company starts on the day following the end of each quarterly, half-yearly and annual accounting period and ends one business day after the day on which the financial statements and footnotes are disclosed to the public.

In addition, during the silent period (only for annual and semi-annual accounting periods), persons who have inside information or continuous information or their spouses, children or persons living in the same household are prohibited from trading in the capital market instruments of the Company.

16. Market Distorting Actions

Within the framework of the relevant provisions of the Communiqué on Market Abuse No. VI-104.1 of the CMB, the board of directors takes and implements the necessary measures to ensure that the persons included in the insider information list do not use the confidential and/or trade secret and non-public information about the Company, which are within the scope of market abuse, in a way to benefit themselves or others, do not provide false or misleading information about the Company, and do not spread news.

17. Company's Website (www.mhrgyo.com.tr)

The Company's website at www.mhrgyo.com.tr is actively used for public disclosure as recommended by the Corporate Governance Principles. The disclosures on the Company's website do not replace the notifications and material event disclosures required to be made pursuant to the provisions of the capital markets legislation. All public disclosures made by the Company may be accessed via the website. The website is structured and segmented accordingly. All sorts of measures are taken for the security of the website. The website is organised in the content and manner stipulated by the Corporate Governance Principles. In particular, the announcement regarding the general assembly meetings to be held, the information document regarding the agenda items, other information, documents and reports related to the agenda items, and information on the methods of participation to the general assembly meetings are included on the website in a conspicuous manner. Activities for the development of the website are kept on continuously.

1. Purpose and Scope

The remuneration policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") has been prepared in accordance with the Capital Markets Board's ("CMB") Corporate Governance Communiqué numbered II-17.1 ("Corporate Governance Communiqué").

The principles set forth in this Policy cover the remuneration system and practices of our board members and senior executives within the scope of "those with administrative responsibility" within the framework of the Capital Markets Law No. 6362 ("CMB Law") and the CMB's Corporate Governance Communiqué in force, which may be amended and replaced from time to time, and other capital markets legislation.

This Policy has been prepared in accordance with the CMB's Corporate Governance Communiqué No. II-17.1 and is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy is a guideline and aims to determine the principles of remuneration in a fair, consistent, balanced with the responsibilities taken and competitive with the market and has been approved by the board of directors.

This Policy has been formulated by the board of directors within the framework of the CMB's Corporate Governance Principles and submitted to the shareholders as a separate item on the agenda of the general shareholders' meeting, and their opinions have been received. The board of directors is authorised and responsible for monitoring, supervising, developing and updating the Company's remuneration policy. Following the approval of the board of directors, amendments to the Policy are submitted to the information and opinion of the shareholders at the general shareholders' meeting and published on the Company's website (www.mhrgyo.com.tr).

3. Policy Guidelines

Policy; wage and fringe benefits management is organised and implemented in line with fair, objective, high performance appreciating, competitive, rewarding and motivating criteria and main objectives.

The main objectives of the Policy are to make remuneration by emphasising the concepts of job size, performance, contribution to the job, knowledge/skills and competencies, to motivate employees and increase their loyalty by ensuring intra-company and inter-company wage balance and competitiveness in the market, and to recruit the workforce with appropriate competencies that will enable our Company to achieve its goals.

Care is taken to ensure that the remuneration to be paid to the independent members of the board of directors is at a level to protect the independence of the member. Within the framework of Corporate Governance Principles, dividends, share options or payment plans based on the Company's performance cannot be used in the remuneration of independent board members.

The Company may not lend money or extend credit to any member of the Board of Directors or executives with administrative responsibility.

The remuneration of the members of the Board of Directors shall be determined by a resolution of the General Assembly.

Expenses incurred by the members of the Board of Directors due to their contributions to the Company (transport, accommodation, telephone, insurance, etc. expenses) may be covered by the Company.

The remuneration of senior executives is based on a fixed (base) remuneration system:

Fixed wages are cash payments made regularly and continuously on a monthly basis and in fixed amounts, regardless of performance. Such remuneration is determined by taking into consideration the financial situation of the Company and is paid to all employees according to the duration of employment, title and the nature of the work performed. While determining the remuneration of the members of the Board of Directors and other senior executives, the Company determines an annual remuneration for these persons on an annual basis in accordance with the market conditions and in accordance with the Company's strategies and policies and performance, taking into account the duties and responsibilities they undertake in the Company. The Company may also exceptionally make cash or in-kind payments to some or all of the employees or only to the members of the board of directors and senior executives for incentive purposes without a contractual commitment. Incentive payments are not success bonuses paid regularly based on performance, but a recognition payment given to reward the extra success of the Company's employees in the work they carry out and to encourage success.

"Fringe benefits" are provided by the Company to support salary management with additional benefits. The fringe benefits provided by the Company are in line with market conditions, competitive and fair. In this context, in addition to other benefits such as health insurance provided to senior executives, benefits such as a company car may also be provided.

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Introduction

The Ethical Principles Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is based on the golden advice of the late Mr. Mehmet Erdemoğlu, the father of our founder and Chairman of the Board of Directors, Mr. Mahmut Erdemoğlu, to the whole world of commerce and humanity, and in line with the "Ethical Principles and Code of Conduct for Capital Market Employees" of the Capital Markets Association of Turkey.

• Never lie.
• Never deviate from honesty.
• Do not scold or belittle anyone.
• Don't interfere in anyone's business.
• Don't try to spoil the finished work.
• Make your payments when you promised.
• Pay the labourer before the sweat dries.
• Do not deduct money again at the time of payment from the work you have negotiated.
• Word travels fast. Do not go back on a deal even if you make a loss.
• Protect your work, your people, your homeland, your state, your flag.
• Always look after your family.
• Do not leave your mates, friends and relatives.
• Do not refuse anyone who comes to your door.
• Know others as yourself; look at them that way.
• Wealth has no limits; it has its rewards.
• Be tolerant of everyone.

1. Purpose and Scope

The purpose of this Policy is to determine the "Ethical Principles" to be applied in all kinds of business and transactions between the Company and its activities, partners, employees and other institutions. This policy has been prepared to ensure that the Company's employees act in the best interests of the Company and to determine the "Ethical Principles" determined in line with the Company's values, responsibilities and priorities and to ensure full compliance with these principles. Ethical Principles Policy covers all MHR GYO employees.

This Policy is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Definitions

Ethical Principles: These are the rules that are expected to be adopted and defended by the Company, its managers and employees, and are complementary to other policies, rules and strategies developed/to be developed by the Company, and are deterrent against negativities.

3. Authority and Responsibility

The Board of Directors is authorised and responsible for the monitoring, supervision, development and necessary updates of this Policy. Amendments to be made to the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the Board of Directors.

4. Principles of Business Ethics

4.1 Honesty and Integrity

MHR GYO acts in line with the rules of honesty, integrity and good faith in all kinds of business and transactions, in its relations with employees, members, investors, regulatory bodies, partners, other stakeholders and the public.

MHR GYO employees provide full trust to all parties with whom they have a business relationship within the framework of an honest behaviour model. Applying the right behavioural patterns in business life, being honest, fair, equal and impartial, and not lying are among the basic principles of our Company's professional ethics. All employees exhibit honesty in all aspects of their work, their relationships and contacts outside the organisation are sincere and fair, and they strive to provide an environment based on trust in all activities carried out.

4.2 Reliability

MHR GYO provides clear, understandable and accurate information in all services and transactions. It fulfils its works in a timely and complete manner. It takes measures to protect all its stakeholders against all kinds of negativity. It works to eliminate risks that may cause damage in its activities and to ensure transaction security.

4.3 Equality, Impartiality and Justice

MHR GYO ensures that its employees can work freely under equal conditions and opportunities, with equal rights and responsibilities, creatively, that everyone is granted basic equal rights and duties, and that the virtues of the person are guaranteed. It does not engage in behaviours and practices that are contrary to or restrictive of human rights and freedoms and prevent equal opportunities. It does not discriminate on the grounds of language, religion, philosophical belief, political opinion, race, gender and similar reasons.

Managers are responsible for the equal distribution of duties, obligations and responsibilities in the organisation. They use their authorities in line with the service requirements, free from any kind of arbitrariness and in line with the principles of impartiality and equality.

However, in cases where justice is not provided adequately, employees who are harmed or wronged demand and expect corrective justice to be operated.

4.4 Privacy

MHR GYO employees know the confidentiality of all kinds of information of the Company that has not been disclosed to the public and do not transfer this information to third parties, do not trade it or allow it to be done. MHR GYO acts with the awareness that the financial and trade secrets of MHR GYO , information not disclosed to the public, personnel rights, private and confidential information of the personnel, agreements with business partners are within the framework of "confidentiality", to ensure their protection and confidentiality, to ensure the protection and confidentiality of these, to ensure that the information learned due to work and the documents given to it are not shared with unauthorised persons and authorities inside and outside the institution for any purpose.

Employees do not disclose confidential and non-public information, do not get use of it in favour of themselves or others, do not gain any benefit by leaking any confidential information from inside, and do not use the information obtained after leaving the job.

4.5 Transparency and Accountability

MHR GYO ensures that the duties, authorities and responsibilities and decision and service processes are known and clear in advance, allows access to the decisions, documents and information produced, and provides clear, understandable and clear information about the activity and audit reports.

Company employees are accountable for their responsibilities and obligations during the fulfilment of their duties and are always open and ready for audit.

4.6 Accountability of Managers

Managers observe the obligation to make explanations and provide information and the right of the accountant to expect explanations for the activities performed by those who are accountable. They attach importance to reporting within the scope of accountability, pay attention to the periodic repetition of reports at regular intervals, keep the reports open to the examination of the addressees and show the necessary sensitivity to ensure that the reporting contains accurate and reliable information.

Managers take the measures required by their duties and authorities in a timely manner to prevent transactions or actions that are not in line with the Company's objectives and policies. They take necessary measures to prevent corruption by the personnel under their authority. These measures include implementing legal and administrative regulations, conducting appropriate studies on training and information, being careful about the financial and other difficulties faced by the personnel and setting an example to the personnel with their personal behaviour.

4.7 Conflict of Interest

MHR GYO employees shall perform their duties impartially and objectively during and in relation to their duties, in case of any benefits that may be provided in favour of themselves, their first-degree blood relatives and relatives by blood or by marriage, their friends or persons or organisations with whom they are in a relationship, and in case of financial or other obligations that may be avoided and similar personal interests.

MHR GYO employees have a personal responsibility to monitor and identify conflicts of interest, to take the necessary steps to avoid conflicts of interest, to report the situation to their superiors when a conflict of interest is realised, and to stay away from interests that fall within the scope of conflicts of interest.

4.8 Commitment to Purpose and Mission

MHR GYO employee acts in line with the Company's objectives, strategy and mission and acts in line with the interests and welfare of society and stakeholders and the Company's service ideals.

4.9 Competence

There are continuous developments in business life every day. MHR GYO employees adopt professional ethical principles to follow these developments, renew themselves and adapt them to business life. The professional dimension that the person possesses gives the person the identity of "expert", "authorised" or "competent person" in the society to do that job. Obtaining a diploma or any other document to do a job actually gives that person the right and authorisation to do that job. For this reason, it is necessary for employees to be well trained. Competence is also the behaviour of taking responsibility and taking initiative. MHR GYO employees always aim for a better point in terms of competence.

4.10 Commitment to Profession and Work

Commitment to work and profession contributes to the person to like his/her job and to work in a peaceful environment. This increases productivity. MHR GYO employees care about their work and try to do it in the best way.

4.11 Prohibition of Acquiring Benefits and Receiving Gifts

MHR GYO employees do not accept gifts from real or legal persons with whom they have a relationship of service and interest due to their duties, directly or indirectly, which affect or are likely to affect their impartiality, performance, decisions or performance of their duties, with or without economic value, directly or indirectly, exceeding the amount of gifts determined by the Ethics Committee.

4.12 Failure to Use Duties and Authorisations for the Purpose of Obtaining Benefits

MHR GYO employees may not use their duties, titles and authorities to obtain or mediate benefits in favour of themselves, their relatives or third parties, and may not engage in favouritism of relatives, spouses, friends and fellow countrymen, political favouritism or discrimination or favouritism for any reason. They may not use official or confidential information obtained during the performance of their duties or as a result of these duties in order to obtain direct or indirect economic, political or social benefits for themselves, their relatives or third parties, and may not disclose such information to any institution, organisation or person other than the competent authorities while in office or after leaving office.

4.13 Use of Resources and Avoiding Extravagance

MHR GYO employees may not use or make use of buildings, vehicles and other Company property and resources for purposes other than those required by their duties and service requirements, and take the necessary measures to protect them and keep them ready for service at all times. They avoid waste and extravagance; they act effectively, efficiently and frugally when using working time, Company resources, labour force and facilities.

4.14 Notification to Competent Authorities

MHR GYO employees shall report the situation to the competent authorities if they are requested to engage in illegal business and actions that are incompatible with the principles of ethical behaviour or if they are aware of or see such an action or transaction while performing their services. Company executives keep the identity of the person making the report confidential and take necessary measures to prevent any harm to themselves. Managers take a firm stance on the non-fulfilment of orders that constitute a legal offence. It is aimed to remind the top managers of the illegality of the orders, to eliminate the arbitrariness of the manager in management and to ensure the rule of law.

4.15 Binding Declarations and Untrue Statements

MHR GYO employees do not make binding statements, commitments, promises or initiatives by exceeding their authority while fulfilling their duties, and do not make deceptive and unrealistic statements.

4.16 Courtesy and Respect

MHR GYO employees act courteously and respectfully towards their superiors, colleagues, subordinates, other personnel and those who benefit from the service and show the necessary interest, and if the subject is beyond their authority, they direct it to the relevant unit or authority. Exhibits a professional attitude in their relations within the limits of courtesy and respect.

4.17 Media and Social Media Usage

MHR GYO employees shall not damage the reputation of the Company, other institutions and persons by using their own identity or by concealing their identity or using misleading identities in the use of media and social media, in the media environments, profile accounts or shares of individuals and institutions.

4.18 Anti-Bribery and Anti-Corruption

MHR GYO employees ensure compliance with anti-bribery and anti-corruption legal regulations and other relevant international standards. Bribery, embezzlement, favouritism, etc. They also take measures to protect themselves from corruption and suspicions of corruption.

4.19 Principles of Representation and Working Environment

MHR GYO employee expresses only the views of the company, not his/her own views, in public and in areas where the listeners think that he/she is speaking on behalf of our company. Complies with internal regulations stipulating that they are aware that they represent MHR GYO in line with the dignity of their profession. In their external relations, they show equal respect to customers, potential customers, shareholders and the communities we serve.

MHR GYO takes developmental measures to increase the motivation of employees and to provide services under better conditions, and ensures the creation of a healthy and safe working environment. It takes necessary measures to prevent all kinds of harassment, including psychological harassment (mobbing). In case of such allegations, it shall carry out the necessary investigation. If, as a result of the investigation, an act of psychological harassment (mobbing) is detected, it takes measures to eliminate it and imposes possible sanctions within the scope of the legislation.

4.20 Laundering of Proceeds of Crime

MHR GYO ensures that the risks to which it may be exposed to laundering proceeds of crime and terrorist financing are reduced and kept under control.

MHR GYO employees act with the awareness that any measures taken against laundering proceeds of crime and financing of terrorism will contribute to the reputation of MHR GYO and add value to our activities.

4.21 Respect for the Environment

MHR GYO carries out studies for the efficient use of natural resources and minimising our wastes arising from our processes. Complies with environmental laws and regulations. It aims to ensure sustainable and innovative development in all areas related to the environment.

MHR GYO employees exhibit an environmentally conscious and conscious attitude, avoid behaviours that will harm the environment and public health, act responsibly in their professional activities regarding the protection of the environment, follow the relevant recommendations and procedures in order to reduce the environmental impact of our activities and to achieve our Company's sustainability goals.

5. ETHICAL PRINCIPLES AND CODE OF CONDUCT FOR CAPITAL MARKET EMPLOYEES

MHR GYO employees are aware that the Company operates in the capital market and adopt the following principles:

5.1 Ethical Principles:

5.1.1 Basic Principle: Capital market employees act independently, honestly, fairly, competently, diligently, based on up-to-date information, respectfully and ethically in their relations with the public, customers, employers, colleagues and other participants of the capital market.

5.1.2 Independence, Honesty and Fairness: The capital markets employee puts the honour of the capital markets and the interests of its clients above its own personal interests; provides clear, understandable and accurate information to clients and performs services in a timely, accurate and complete manner; treats all clients equally without discriminating against them.

5.1.3 Care and Diligence: A capital markets employee shall pay the same attention to details in his/her work and decisions as a careful and prudent person would pay to details under the same conditions, and shall show the same care and diligence.

5.1.4 Continuous Development: Capital market employees are aware that the capital market is in constant change and development, and endeavour to keep their knowledge and skills up to date and to improve them.

5.1.5 Confidentiality Capital market employees shall not disclose the secrets they have learnt about the institution they work for and their customers, and shall not use these secrets for their own or third parties' benefit.

5.1.6 Ethical Thinking: The capital market employee uses his/her independent judgement based on his/her free will by taking into consideration the capital market legislation and corporate values in the face of the events he/she encounters while performing capital market activities; encourages other individuals to act within the framework of capital market ethical principles and to protect the reputation of the profession.

5.2 Code of Conduct

5.2.1 Knowledge of Legislation; Capital market employees should learn capital market and other relevant legislation, internal regulations, keep themselves up to date and comply with them. In case of incompatibility or contradiction between the regulations, they should act according to the stricter regulation. Capital market employees should not deliberately violate the regulations, should exclude themselves from the issue in case of a possible violation, should not assist the violators and should report the matter to the authorities of the institution.

5.2.2 Independence and Impartiality: Capital market employees should be independent and impartial during their professional activities and should use reasonable care and judgement to maintain such independence and impartiality. Capital market employees should not provide any gift, benefit, material interest, pecuniary consideration, or make any offer or request that may cast a shadow on their or others' independence and impartiality.

5.2.3. Untrue Representation: A capital markets employee should not make untrue statements regarding the capital markets activities he/she provides.

5.2.4 Behaviour Incompatible with Professional Expertise: Capital market employees should not engage in any professional behaviour that involves dishonesty, fraud or deception, and should avoid any action that may adversely affect professional reputation, integrity and create a false impression about their competence.

5.2.5 Use of Inside Information: A capital markets employee who has obtained information, events and developments that have not yet been disclosed to the public, which may affect the value, price or investment decisions of investors, should refrain from conducting and/or assisting those who conduct transactions and operations that may lead to the offence of misuse of information, and should take measures to prevent such transactions from being conducted.

5.2.6 Market Fraud: Capital market employees should refrain from conducting transactions that have the elements of the offence of market fraud and/or assisting persons conducting such transactions.

5.2.7 Market Disruptive Actions: Capital market employees shall not perform actions and transactions that cannot be explained by a reasonable economic or financial justification and that may disrupt the operation of the stock exchange and other organised markets in trust, openness and stability, and shall refrain from assisting those who perform such actions and transactions.

6. OUR RESPONSIBILITIES

6.1 Our Responsibilities to Our Customers

MHR GYO employees work with a proactive approach that focuses on customer satisfaction and responds to the needs and demands of our customers in the shortest time and in the most accurate way. We provide our services on time and under the promised conditions; we approach our customers with respect, honour, justice, equality and courtesy. Carefully protects the confidential information of our customers.

6.2 Our Responsibilities Towards Each Other

MHR GYO employees know that they work much more efficiently when synergy is created within the team and avoid behaviours that will harm teamwork. Empathises in his/her relations with other employees, behaves within the limits of courtesy and respect. Knows that all units are a whole, does not create competition. Knows that sharing his/her experiences in his/her area of expertise with other employees will improve MHR GYO. Supports the professional development of less experienced employees and newly recruited colleagues. Does not let any colleague do our personal work in a way that is incompatible with his/her duty, authority and responsibility. Keeps our common working and living areas clean and tidy and takes care not to disturb colleagues. Knows that they are one and equal regardless of race, gender, belief, religion, ethnic origin, political opinion, age, disability, etc. Does not allow colleagues to be subjected to discrimination and harassment. Knows that career advancement is based on ability and performance and acts accordingly. Does not cause emotional harassment in the workplace. Acts in line with the general rules of courtesy, the requirements of professional business life, social norms and our ethical principles in all correspondence.

6.3 Our Responsibilities towards Work

MHR GYO employees work at the highest professional level in order to meet all the requirements of their job within the scope of the work under their responsibility. Furthermore, by working efficiently; it contributes to its own goals, the goals of the department and the company to which it is affiliated and to meet stakeholder needs. While fulfilling its duties, it complies with all principles and regulations issued by the relevant regulators (Capital Markets Board, etc.) and MHR GYO. It pays due attention to compliance with working hours. When he/she is required to leave the place where we work during working hours, he/she informs the people he/she works with and obtains permission from his/her managers. Always pay all kinds of expenses and expenditures to the Company.

observes the benefit of the Company; complies with the principles of cost-benefit and saving. Declares the expenditures and expenses incurred due to different assignments accurately and on time within the principles of the Company.

6.4 Our Responsibilities to Our Shareholders

In line with its goal of creating value for its shareholders, MHR GYO makes its decisions based on recognised economic criteria and attaches importance to the most efficient management of resources with an understanding of financial discipline and accountability. MHR GYO provides timely, accurate, complete and comprehensible information about the company's financial statements, strategies, investments and risk profile in its public disclosures to the public and shareholders. All meetings with investors, financial analysts, members of the press, etc. are regulated by the relevant internal regulations, and employees do not make verbal or written statements on behalf of the Company unless assigned to do so.

6.5 Our Responsibilities towards Our Competitors

MHR GYO and its employees compete only in legal and ethical areas, avoid unfair competition, and support efforts to ensure the targeted competitive structure within the society.

6.6 Responsibilities towards MHR GYO Brand and Reputation

MHR GYO employees do not cause loss of reputation of the MHR GYO brand in their work and behaviour. It carefully avoids all kinds of actions and publications that damage trust and reputation. It attaches great importance to our reputation, follows ethical principles, and fulfils its responsibilities at all times and under all circumstances. Behaves respectfully, accurately and honestly to colleagues, customers, business partners and other people we communicate with. Takes responsibility for his/her work and its results.

6.7 Our Responsibilities towards Society

MHR GYO employees attach importance to the protection of democracy, human rights and the environment, social responsibility works, and the elimination of crime and corruption. With the awareness of being a good citizen, it acts sensitively as a pioneer in social issues, tries to take part in non-governmental organisations and services for public benefit. MHR GYO acts in compliance with the Labour Law and the International Labour Organization (ILO) agreements to which the Republic of Türkiye is a party, and ensures that its suppliers are in compliance with the said legislation.

6.8 Our Legal Responsibilities

MHR GYO employee knows that we are in a sector subject to many laws and regulations, especially the regulations of the Capital Markets Board, and that we must fully comply with all laws and rules we are related to. Knows that the records, information owned, collected, used and managed must be accurate and complete; knows that we are responsible for the integrity and storage of the information, reports and records under our control. It acts in line with the principles of honesty, accountability and transparency in its relations with official authorities, and pays attention to the correct, complete and timely submission of information, documents and records requested for control and audit purposes in line with the legislation. Carries out all transactions in line with the legal and internal legislation and Company principles, accurately and completely. Acts within the framework of specified authorisations and limits, and obtains approval for transactions exceeding its authority.

7. IMPLEMENTATION OF BUSINESS ETHICS AND ESTABLISHMENT OF ETHICAL CULTURE
7.1 Application

MHR GYO employees are obliged to comply with the principles of ethical behaviour set out in this Regulation while performing their duties. Employees at all levels are required to comply with the principles of ethical behaviour as part of the conditions of employment.

and their responsibilities regarding these principles. These principles are notified to the employee when starting work and the "Ethics Agreement" in the annex is signed and placed in the personnel file of the personnel.

Participation of all employees and newly recruited employees in the trainings to be organised on Ethical Principles and Ethical Principles is mandatory. Additional training requirements/requests are also evaluated by the Human Resources Department.

When an MHR GYO employee encounters a situation that is not written in the code of ethics, he/she acts in the light of the characteristics on which the principles are based, and consults the relevant units for situations he/she is unsure about.

7.1.1 Ways and Methods to be Followed While Making an Ethical Decision

The following questions should be taken into account as a guideline when deciding on a plan of action:

7.1.1.1 Ask yourself when you make a decision:

Does this activity/behaviour comply with the law, internal policies and procedures? Is this activity/behaviour balanced and fair? Would we feel uncomfortable if someone else, did it?

Would our company and our stakeholders be uncomfortable if all the details of this event were made public?

To what extent does the "perceived reality" correspond to the "objective reality"? How would this be reflected in the media and what would a reasonable person think?

Were you asked to do something you thought might be wrong?

Are you aware of something potentially illegal or unethical in your company or business partners?

Are you trying to make a decision and have doubts about how you should behave in line with business ethics?

Is it contrary to the company's core values, principles, procedures and policies? Does it comply with professional standards?

Is it in line with the law?

Will my behaviour be considered inappropriate or unprofessional when made public?

7.1.1.2 Reconsider your decision:

Identify your responsibilities.

Review all relevant facts and information.

Refer to appropriate company policies, procedures and professional standards. Assess risks and think about how to minimise them.

Try to work out the best plan of action. Consult others.

Review the ethical questions that need to be asked.

Review your decisions within the framework of the company's core values.

Make sure you take into account company policies, laws and professional standards. Consult others and consider their views in your planned course of action.

7.1.1.3 Implement your decision:

Share your decision with the people involved, including the reasons for your decision. Share what you have learnt and your success story with others.

8. ETHICS COMMITTEE

8.1. Structure of the Ethics Committee:
The Ethics Committee has been appointed to establish and develop an ethical culture, to advise and guide the personnel on the problems they face regarding the principles of ethical behaviour and to evaluate ethical practices.

8.1.1 Authorisation of the Ethics Committee

The Committee is authorised to conduct the necessary examination and research on behaviours and practices contrary to the principles of ethical conduct, ex officio or upon applications to be made. The Committee may collect information and documents from institutions and organisations through the competent authorities, if necessary, as a basis for its examination and research on behaviours and practices contrary to ethical principles. The Committee conducts its examination and research within the framework of whether the principles of ethical behaviour have been violated. The Committee may also carry out activities, examinations and research on the establishment and development of the principles of ethical behaviour in institutions and organisations.

8.1.2 Duties of the Ethics Committee:

Providing guidance and counselling on questions and issues communicated by employees regarding ethics within the company,

Directing ethical nonconformities that cannot be resolved within the company or whose resolution requires an investigation to the Maher Holding Disciplinary Committee.

To contribute to the resolution of internal ethical non-conformities that reach him/her,

To report the ethical questions and non-conformities received by him/her together with the results on a regular basis or when requested,

To be the contact person from the company in the investigations carried out and to provide the necessary support to the investigations, To monitor and follow the effectiveness of the ethical practices carried out in the company, to support the practices.
8.1.3 Working Principles of the Ethics Committee

The Ethics Committee carries out its activities within the framework of the principles set out below:

• Keeps confidential the notifications and complaints and the identity of those making the notification or complaint.
• Adopts a policy to prevent possible retaliatory attitudes and behaviours against employees or individuals who report ethical violations.
• Conducts the investigation within the rules of confidentiality.
• It is authorised to request information, documents and evidence related to the investigation directly from the existing unit. It may examine all kinds of information and documents it obtains only limited to the subject of the investigation.
• The investigation process is recorded in a written report from the beginning. Information, evidence and documents are attached to the minutes.
• The minutes are signed by the Committee Chairman and the members.
• The enquiry will be handled promptly and a conclusion will be reached as quickly as possible.
• The decisions taken by the committee are implemented immediately.
• The relevant departments and authorities are informed about the result.
• The chairman and members of the committee act independently and without being influenced by the department managers and the hierarchy within the organisation while fulfilling their duties on this subject. They may not be pressurised or advised on the subject matter.
• The Committee may seek expert opinion if it deems necessary and may make use of experts by taking measures not to violate the principles of confidentiality during the investigation.

8.1.4 Applications

If employees learn that the Company's Code of Ethics or the legal regulations to which the Company is subject are violated, they are obliged to report this firstly to their direct managers, if the situation is related to the manager to whom they are directly reporting, to the Company Ethics Notification line and/or the General Manager of the Company, and if no steps are taken and no results are obtained, to the Maher HOLDING Disciplinary Committee. If the case of violation is related to the senior management of the Company, the matter should be reported directly to the Maher Holding Disciplinary Committee. The situation of employees who are found to act in violation of ethical rules is evaluated and finalised within the framework of the Code of Ethics and Disciplinary Regulation. Failure of employees to report behaviours contrary to the regulation and ethical principles to the relevant authorities will also be considered as a rule violation in itself and will be subject to disciplinary penalties if this situation is detected.

Application Requirements:

• In order to file an application, it is not required that the applicant's interest is affected.
• Show your claim that there is a practice contrary to the principles of ethical behaviour in concrete form by specifying the person (with title), time and place. Attach the available information and documents supporting your claim to your application.
• Applications about behaviours contrary to ethical principles that are not made within 2 years from the date of occurrence will not be processed.
• Applications that aim to defame, are not based on a justified reason, and do not provide sufficient information and documents on the subject of the application will not be processed.
• If you wish to remain anonymous when you apply, please indicate this.

8.1.5 Application Form:

In case of any situation that contradicts the MHR GYO Code of Ethics, a notification is made to the etik@mhrgyo.com.tr ethics hotline.

Application;

Written petition,

Electronic mail,
It can be made by means of oral applications that are recorded in the minutes.

8.1.6 Review and decision-making procedure of the Ethics Committee

The applications made to the Ethics Committee for violating ethical principles are examined within the framework of the principles of ethical behaviour and application procedures and principles set out in this policy. The decisions of these committees on the presence or absence of behaviour contrary to ethical principles are notified to the relevant Company official, the employee against whom the application is made and the applicant. The decisions of the ethics committee are not announced to the public.

In the event of any situation that contradicts the Ethical Principles, no retaliatory action will be approved against the persons who report to the Ethics Hotline due to their reports. The evaluation process of the notifications made to the Ethics Hotline is carried out in confidentiality.

9. FORCE AND EFFECT

This policy has entered into force after being approved by the Board of Directors of MHR GYO A.Ş. dated…..

Annex

Ethics Charter

Annex:

Ethics Charter

I have been informed about the principles of ethical behaviour and my responsibilities regarding these principles,

To fulfil my duty in line with the principles of respect for human rights, transparency, participation, honesty, accountability, observing the Company and public interest and the rule of law,

To act in line with the requirements of service in impartiality without discriminating on the basis of language, religion, philosophical belief, political opinion, race, age, physical disability and gender, and without engaging in behaviours and practices that prevent equal opportunities,

To fulfil my duty without receiving any gift from any real or legal person who has a relationship with the duty, without providing any material or moral benefit or any interest of this nature, without any expectation of any private benefit,

Not to use and make available the Company's goods and resources for purposes other than the Company's purposes and service requirements, and not to waste these goods and resources,

To respect people's rights to petition, information, complaint and litigation, to act in a caring, courteous, restrained and respectful manner towards service beneficiaries, colleagues and other interlocutors,

I undertake to serve and provide services in line with the principles and values of ethical behaviour.

Name Surname/Date/Signature

1. ORGANISATION

At the Board of Directors meeting of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") dated 20/03/2023 and numbered 2023/15, the Audit Committee ("Committee") was established in order to ensure the healthy supervision of the financial and operational activities of our Company within the scope of the provisions of the Corporate Governance Principles contained in the Corporate Governance Communiqué numbered II-17.1 ("Corporate Governance Communiqué") of the Capital Markets Board ("CMB") and Borsa İstanbul AŞ Audit Committee Duties and Working Principles Directive.

2. PURPOSE

The Committee was established to oversee the functioning of the Company's accounting and reporting systems within the framework of the relevant legislation and regulations, public disclosure of financial information, independent audit and the functioning and effectiveness of the internal control system.

These principles have been established within the framework of the regulations, provisions and principles in the Turkish Commercial Code No. 6102 ("TCC"), capital markets legislation and the Corporate Governance Principles in the Corporate Governance Communiqué.

3. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

3.1. Overseeing the Company's accounting system, public disclosure of financial information, independent audit and the functioning and effectiveness of the Company's internal control and internal audit system.

3.2. Selection of the independent audit firm, preparation of independent audit contracts and initiation of the independent audit process, and performance of the work of the independent audit firm at every stage under the supervision of the Committee. In addition, taking necessary measures to ensure that all kinds of internal and independent audits are conducted in an adequate and transparent manner.

3.3. Determining the independent audit firm and the services to be received from these organisations and submitting them to the approval of the Board of Directors.

3.4. Determining the methods and criteria to be applied in the examination and finalisation of the complaints received by the Company regarding the Company's accounting and internal control system and independent audit, and the evaluation of the notifications of the Company employees regarding the Company's accounting and independent audit within the framework of the confidentiality principle.

3.5. Obtaining the opinions of the Company's responsible executives and independent auditors regarding the accuracy and compliance of the annual and interim financial statements and footnotes to be disclosed to the public with the rules stipulated by the legal regulations, international accounting principles and standards, the accounting principles followed by the Company and the truth, and notifying the board of directors in writing together with their assessments.

3.6. Reviewing the related party transactions carried out in accordance with the continuous related party transaction for which annual approval has been obtained during the period in question at its meetings following the publication of the relevant quarterly financial statements and submitting a report to the board of directors following its annual review of related party transactions.

3.7. Overseeing compliance with the Company's internal regulations to prevent conflicts of interest that may arise between the members of the Board of Directors, senior management or other related parties and misuse of information that is a trade secret or that may affect the value of the Company's shares.

3.8. Notifying the Board of Directors in writing of the determinations related to the duties and responsibilities of the Committee and the evaluations and suggestions on the subject.

3.9. Fulfilment of other duties assigned/to be assigned to the Committee in accordance with the CMB regulations and the Turkish Commercial Code.

4. STRUCTURE, WORKING PRINCIPLES AND MEETINGS OF THE COMMITTEE

4.1. The Committee consists of at least 2 (two) members. All members of the Committee must be independent board members.

4.2. If the Committee consists of two members, both of them and if there are more than two members, the majority of the members must be non-executive board members. The chief executive officer/general manager cannot take part in the committee.

4.3. Specialised persons who are not members of the Board of Directors cannot be a member of the Committee.

4.4. All kinds of resources and support required for the Committee to fulfil its duties are provided by the Board of Directors. The Committee may invite the executives it deems necessary to its meetings and receive their opinions. The Committee may benefit from the opinions of independent experts on matters it deems necessary in relation to its activities. The cost of the consultancy services required by the Committee is covered by the Company.

4.5. The Committee convenes at least four times a year, at least quarterly, and the results of the meeting are recorded in the minutes and the decisions taken are submitted to the Board of Directors.

4.6. Activities and meeting results of the Committee are explained in the annual report. The number of written notifications made by the Committee to the board of directors within the accounting period is also stated in the annual report.

4.7. The Committee may invite anyone it deems necessary to its meetings and receive their opinions.

4.8. The Committee utilises the opinions of independent experts in matters it deems necessary in relation to its activities. The cost of the consultancy services required by the Committee is covered by the Company. However, in this case, information about the person/organisation from which the service is received and whether this person/organisation has any relationship with the Company is included in the annual report.

4.9. The Committee immediately notifies the Board of Directors in writing of its determinations related to its duties and responsibilities and its evaluations and recommendations on the subject.

4.10. When the new board of directors is elected at the ordinary general assembly meeting, the relevant board of directors shall appoint the members of the Committee in parallel with its term of office. The duties of the Committee members shall continue until their replacements are elected.

4.11. The Committee convenes with the participation of one more than half of the number of members and takes decisions with the majority of those attending the meeting. In case of equality of votes, the decision is taken in line with the vote of the chairman of the Committee.

4.12. Committee meetings may be held at the Company's headquarters or any other place where the Committee members have easy access.

4.13. The decisions of the Committee are advisory to the Board of Directors, and the Board of Directors is the final decision-making authority on related matters.

5. AMENDMENT TO THE WORKING PRINCIPLES OF THE COMMITTEE

Proposals for amendments to these working principles are submitted by the Committee to the Board of Directors. The prepared proposals are included in the agenda of the first meeting of the Board of Directors.

6. EFFECTIVENESS

This regulation on the duties and working principles of the Committee and amendments thereto shall enter into force upon the resolution of the Board of Directors.

1. Purpose and Scope

The purpose of the Human Resources Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to determine the principles and responsibilities of the Company regarding human rights and human resources practices for its employees.

This Policy is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy has been established by the Board of Directors. Monitoring, supervision, development and necessary updates of the policy are under the authority and responsibility of the board of directors. Changes to be made in the policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Human Resources Policy 

Respect for People Approach

To adopt respect for people and human rights at a high level of importance, to respect and protect the rights of our employees with all relevant legislation. To provide all our employees with a peaceful working environment, healthy and safe physical working conditions in which they can use their talents and skills and develop themselves.

Equality Principle

Not allowing any discrimination based on gender, ethnic origin, religion, language, race, nationality, age, physical capacity, pregnancy, marital status, sexual orientation, trade union membership, political opinion and similar issues in human resources processes such as recruitment, training, career planning, promotion, wage management and work environment, and providing a working environment based on the principle of equal opportunity and diversity.

Training and Development Opportunities

To provide continuous training opportunities to our employees by adopting the approach of investing in people with the awareness that our greatest asset and most important value is our employees.

Supporting talent management by enabling their continuous development and enabling them to realise their potential.

To aim to select the managers of the future from among our employees by managing their careers in line with their achievements and competences.

Fair and Reliable Wage Management

To implement a remuneration management system that encourages and rewards success and excellence and consists of fair and reliable salaries and other fringe benefits in accordance with market and current conditions.

Employee Loyalty and Belonging

To increase the loyalty of employees through activities and events such as personnel survey, suggestion contest, high performance award, loyalty award, special day application, social and cultural events, and strengthening the social environment within the organisation.

Enforcement and Execution

This policy has been adopted and entered into force at the meeting of MHR Gayrimenkul Yatırım Ortaklığı AŞ dated ..................................

1. Purpose and Scope

The purpose of the Human Rights and Employee Rights Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to create a business environment that respects human rights, employee rights and fundamental freedoms, to increase the level of awareness and awareness of all stakeholders, especially employees, to promote equality, diversity and inclusion, to eliminate gender-based discrimination, and to determine the approach and standards in internal relations, relations with employees, customers, suppliers, each other and other stakeholders.

It is based on the Universal Declaration of Human Rights, United Nations (UN) Global Compact, UN Convention on the Rights of the Child, International Labour Organization (ILO) Conventions, OECD Guidelines for Multinational Enterprises, UN Guiding Principles on Business and Human Rights, and national laws.

2. Authority and Responsibility

This Policy has been established by the Board of Directors and, the Board of Directors is authorised and responsible for monitoring, supervising, developing and making necessary updates to the Policy. Changes to be made in the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Human Rights and Employee Rights Principles

Respect for human rights is a core value of MHR GYO.

MHR GYO endeavours to ensure that the 10 main Principles of the United Nations (UN) Global Compact and the OECD Guiding Principles for Multinational Enterprises become part of its business strategies, operations and culture, and that the Company and its business stakeholders comply with these principles.

• Promotes and respects recognised human rights,
• Refrains from human rights violations and avoid behaviours that may have a negative impact on human rights intervenes in situations,
• Refrains from adversely affecting or infringing human rights in the framework of its own activities
• Avoids causing any harm and intervenes when faced with such situations,
• It is not complicit in human rights violations,
• It makes a public policy commitment to respect human rights,
• Supports workers' freedom of association and collective bargaining,
• It does not allow forced and compulsory labour,
• It opposes all forms of child labour,
• Does not discriminate in recruitment and placement,
• Supports precautionary approaches to environmental problems,
• Supports all kinds of activities and organisations that will increase environmental responsibility,
• Supports the development and dissemination of environmentally friendly technologies,
• Fights all forms of corruption, including bribery and extortion.

As MHR GYO, within the framework of these main principles;

• Provides the work environment that will ensure that the employee works with the highest efficiency, protects and improves the material and moral rights of the employee,
• Enables the employee to improve himself/herself through in-service and other means of training and that promotion of the employee is based on merit and career system,
• It endeavours to meet the social and cultural needs of the employees and thus to make the workplace more attractive,
• Ensures the protection of the material and moral rights of our employees,
• Aims to maximise the existing potential of our employees by making a good career planning,
• Provides opportunities for employees to demonstrate leadership in terms of its application to their areas of responsibility,
• Implements a transparent and open management policy,
• Aims to continuously improve and develop its human resources policy,
• Ensures and protects equality of opportunity among employees in every field,
• Effectively programmes and implements the control and supervision of production tools and equipment and employees to ensure occupational safety,
• Works to prevent work accidents and occupational diseases,
• Prohibits discrimination on grounds such as race, sex, national origin, ethnic origin, religion, age, disability, sexual orientation, gender expression, political opinion or other status protected by applicable law,
• Makes recruitment, placement, development, training, remuneration and promotion decisions based on the qualifications, performance, skills and experience of the employee,
• Stands against forced labour, including employment of individuals under the legal age of 18, forced labour, debt bondage and all forms of human trafficking, gender discrimination, illegal child labour, abuse of children and any other ill-treatment or exploitative behaviour to employees and conducts all business processes accordingly.
• In wage and benefit packages, world, country and sector trends are followed and a wage policy is applied accordingly,
• Provides an efficient and safe working environment to ensure that employees are proud of our company,
• Ensures that working hours that protect the work-life balance of employees have been adopted, and while regulating daily and weekly working hours, overtime, breaks, weekend and annual paid leave
• Acts in accordance with all applicable laws, collective agreements and regulations, and efficient work is supported,
• In line with our sustainable growth and green transformation targets, we are aware of our responsibility towards the environment and society and we monitor the environmental impact of our investment projects,
• Constructs the properties that make up its portfolio by considering the efficient use of all natural resources,
• Follows the environmental requirements, protects natural resources, uses them in the most efficient and effective way, and carries out its activities in a way to observe the environmental impacts resulting from its activities,
• Continues its efforts to reduce its carbon footprint during and after project development,
• Encourages employees, customers, suppliers, contractors and all other stakeholders on environmental practices and carries out activities to increase the environmental awareness of the whole society, including stakeholders, and to raise the level of awareness,
• Takes care to monitor its environmental impacts within the framework of international management standards by continuously improving the environmental management system, it,
• Supports its employees to voluntarily participate in social and community activities to raise awareness of social responsibility.

5. Enforcement and Execution

This policy was adopted at the meeting of MHR Gayrimenkul Yatırım Ortaklığı AŞ ….. dated 

and entered into force.

1. Purpose and Scope

The purpose of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi's (the "Company") Equality, Diversity, Inclusion and Equal Opportunity Policy ("Policy") is to ensure that the Company's employees are not exposed to any discrimination based on ethnic origin, religion, language, race, age, sex, gender, marital status, sexual orientation, nationality, disability, philosophical belief, cultural difference, social or economic status, political opinion, and to create an egalitarian culture that eliminates barriers, ensures the participation of all talents and paves the way for each employee to reach their full potential by taking a fair approach and merit in all human resources processes, without discriminating between disability, parenthood, military service status, etc.

MHR GYO aims to ensure gender equality by offering equal opportunities to all its employees within the scope of the principle of "Equality at Work", to combat sexist stereotypes and prejudices and to prevent all kinds of discrimination.

2. Authority and Responsibility

This Policy has been established by the Board of Directors and the Board of Directors is authorised and responsible for monitoring, supervising, developing and making necessary updates to the Policy. Changes to be made in the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Principles of Equality, Diversity, Inclusion and Equal Opportunity

The Equality Principle means fair treatment of all, equal opportunity and development for all. It is also the totality of the organisation's actions to remove all obstacles to equal opportunities by using past experience. Equality also affects access to career opportunities and employees' feeling of being valued within the organisation.

The Principle of Diversity also means the existence of groups of different people, different identities, different backgrounds, different thoughts, tastes, experiences. The diversity of one's identity may include characteristics such as race, sexual identity, religion, nationality, body structure and size, age.

The Principle of Inclusion is not a result of diversity but a concept that ensures that employees are heard, seen and feel valued. It is also directly related to the culture in the organisation where employees can express themselves without fear. Inclusion also includes flexibility towards employees who work in different organisations.

Equal Opportunity is the principle of providing equal opportunities to all employees in recruitment, performance measurement and evaluation, career management, promotion system and training and development programmes offered.

Career status, which is expected not to be based on factors such as political views, race or gender, is shaped according to skills in line with the principles of equal opportunities. The principle of equality is at the centre of our values and goals. Our aim is to create a working environment where people can fully display their talents and skills by creating an open, transparent and inclusive culture where everyone can work together in a way that respects human dignity.

MHR GYO values the differences of the people it works with and provides a working environment where everyone is respected and feels belonging.

MHR GYO undertakes to observe equal opportunity in all its processes; recruitment, placement, development, training, remuneration and promotion decisions are based on the qualifications, performance, skills and experience of the employee. Performance and contribution to corporate success are appreciated.

The system promotes cultural diversity and equal opportunities. The presence of employees with different characteristics in the workforce who feel they belong to the organisation is essential for the company to achieve its business objectives.

Since a diverse workplace environment will be more attractive and inclusive for current and potential employees, it is believed that employee motivation, sense of belonging and continuity will increase.

MHR REIT selects, hires, trains and supports people based solely on their professional abilities and qualifications, regardless of race, gender, colour, nationality or national origin, class, religion, age, physical condition, marital status, sexual orientation or gender identity, political opinion. In particular, the inclusion and empowerment of women in the workforce and the policy of equal pay for equal work is a fundamental approach adopted by our Company. With the aim of creating an ecosystem in which women can participate in the labour force more and under equal conditions in order to empower them in every field, efforts are made to ensure that they are more involved in leadership positions by providing a fair working environment and always aiming for the best. In the process of selecting the members of the Board of Directors, the relevant regulations, including the Turkish Commercial Code and the Capital Markets Law, and the provisions of the Company's articles of association are complied with. In the process of nominating candidates for the Board of Directors, priority is given to female candidates among candidates with the same characteristics in terms of knowledge, experience, competence and legal requirements, and as a principle, it is aimed to reach a minimum ratio of 25% of female members in the Board of Directors. The Board of Directors evaluates the progress achieved in achieving this target annually and shares the results with the public. This target is reviewed when necessary.

4. Enforcement and Execution

This policy was adopted at the meetingMHR Gayrimenkul Yatırım OrtaklığıAŞdated 

and entered into force.

1. Purpose and Scope

The purpose of the Stakeholder Satisfaction and Complaint Management Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to evaluate the feedback received from our stakeholders, to improve processes and to increase stakeholder satisfaction.

2. Authority and Responsibility

This Policy has been established by the Board of Directors and, the Board of Directors is authorised and responsible for monitoring, supervising, developing and making necessary updates to the Policy. Changes to be made in the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the Board of Directors.

3. Stakeholder List

4. Managing Complaints from Customers and Investors

4.1. Customers

4.1.1. For questions from customers, the relevant department is contacted.

4.1.2. Suggestions from customers are forwarded to the relevant departments.

4.1.3. The mails received at our corporate e-mail address are sorted and sent to the relevant departments and followed up.

4.1.4 Every complaint received is recorded. Recording of customer complaints is done as follows.

a. After the number is given to the Customer Request / Complaint Tracking Table, customer information and the date of receipt of the complaint are written in the "Complainant" section.

b. In order to determine which channel, the complaint comes from, "Complaint Arrival Channel" is written in the Customer Request / Complaint Table.

c. The customer's complaint is summarised clearly and understandably in the "Summary of Complaint Section" in the Customer Request / Complaint Table.

d. A preliminary assessment of the complaint is made by the Customer Relations and Complaint Management Unit. The opinion of the Senior Management is taken on specialised issues.

e. If, as a result of this preliminary evaluation, it is concluded that there is a justified complaint, the Customer Request / Complaint information is e-mailed to the relevant department manager.

4.1.5. The response to the complaints received is given within the target period determined by the management, this period cannot exceed 7 working days.

4.1.6. The department manager who receives the complaint takes the following actions.

a. Evaluates the complaint. This assessment determines the extent to which the complaint is justified.

b. If the complaint is an unfair complaint, it will be returned with detailed justifications.

c. If the complaint is a legitimate customer complaint;

d. The customer's victimisation is eliminated and satisfaction is ensured.

e. Firstly, action is taken to eliminate the complaint and prevent recurrence.

f. The solution is designed to prevent the recurrence of similar complaints.

g. With the solution realised, the customer's grievance is eliminated and the customer is notified and an agreement is reached.

h. It is written in the "Actions taken by the relevant service for resolution" section of the Customer Request / Complaint Table that the customer is satisfied and convinced and forwarded to the relevant unit together with additional documents, if any.

4.1.7. The solutions in the Customer Request / Complaint Table (if any, in its annexes) prepared and sent by the relevant department manager are evaluated. Customer confirmation is obtained for the solutions found satisfactory in this evaluation.

4.1.8. The complaint is closed by writing the complaint response time and explanation, if any, in the "Result" section in the Customer Request / Complaint Table.

4.1.9. If it is assessed that the solution for customer satisfaction is inadequate, the relevant department is returned to the relevant department again for solutions that are not deemed appropriate.

4.1.9.1. If a satisfactory solution cannot be produced by the relevant department despite repeated returns, a written notification is made to the Senior Management.

4.1.10. A reminder message is sent once after the target period has expired to the department manager who does not respond to the complaints on time,

4.1.11. If no solution is reached as a result of the reminder, the Senior Management is notified in writing.

4.2. Public Shareholders (Investors)
4.2.1. Capital Markets Board Communiqué on Corporate Governance numbered II-17.1) Article 11 11 -5. In accordance with (b), complaints and requests received through the Investor Relations channel are communicated to our Company in writing. For this purpose, an e-mail address yatirimciiliskileri@mhrgyo.com.tr has been established.
4.2.2. Complaints and requests received at the e-mail address are evaluated by the Investor Relations Unit and replied in writing within 3 business days.
4.2.3. If the content of the request is a complaint regarding the company's shares traded on the stock exchange, it is considered as an unfair complaint and the necessary information is given in writing that comments or opinions that may affect investor decisions regarding the movements of our Company's shares on the stock exchange cannot be shared in accordance with the CMB legislation.
4.2.4. If the content of the request is information about the Company's financial data or projects, the necessary information is provided in writing within the scope of publicly disclosed information.
4.2.5. Pursuant to Article 11 -5 (a) of the Capital Markets Board Communiqué on Corporate Governance numbered II-17.1), the Investor Relations Unit is responsible for ensuring that the records of correspondence between investors and the Company and other information and documents are kept in a healthy, secure and up-to-date manner. Therefore, all requests and complaints received are recorded and kept.
4.2.6. Records are kept by listing the sequence number, date, name-surname of the requester, content of the request/complaint and the response given.
4.2.7. The periodical number information regarding the records is included in the Company's annual report.

5. Stakeholder Satisfaction and Complaint Management Principles

• Adopting and observing an inclusive and complementary understanding of "stakeholder satisfaction" instead of the classical understanding while establishing the satisfaction and complaint management system.
• Taking into account the complaints not only of our customers but also of all our stakeholders and to maximise satisfaction for all our stakeholders
• Establishing the Complaint Management System in accordance with internal and external legislation,
• Seeing each complaint as a value and utilising it as an opportunity for improvement,
• Creating an infrastructure where our stakeholders can easily communicate their complaints, requests and suggestions and to record the information in this context for the formation of corporate memory,
• Handling and finalising all kinds of feedback in line with the principles of transparency, accessibility, objectivity, confidentiality and accountability,
• Evaluating stakeholder complaints with an empathetic approach and to inform the stakeholder about the outcome to their satisfaction.
• Establishing an environment of reputation and trust in the eyes of stakeholders through rapid coordination, satisfactory information and satisfactory communication,
• Periodically measuring, reviewing and continuously improving the effectiveness of the Complaint Management System, making the continuity of the management's determination, support and commitment in this context felt at every stage of complaint management.

6. Enforcement and Execution

This policy was adopted at the meeting of MHR Gayrimenkul Yatırım Ortaklığı AŞ ….. dated 

and entered into force.

1. Purpose and Scope

The compensation policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") has been established in accordance with Article 3.1.2 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board ("CMB"). The purpose of the Policy is to determine the principles for the Company to provide an effective and expeditious compensation opportunity for its employees in case of violation of their rights protected by legislation and contracts.

This Policy is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy has been established by the Board of Directors. Monitoring, supervision, development and necessary updates of the policy are under the authority and responsibility of the board of directors. Changes to be made in the policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Compensation Policy Principles

The compensation policy for MHR REIT personnel has been established on the basis of the provisions of the Labour Law No. 4857 in force. In this context;

Based on the Provisional Article 6 of the Labour Law No. 4857, in accordance with the provisions of Article 14 of the Labour Law No. 1475, severance indemnity is paid to the personnel or their legal heirs in case of death, in the event of the occurrence of circumstances that entitle the personnel to severance indemnity.

Under Article 17 of the Labour Law No. 4857, the Company pays notice payable to employees whose employment contracts of indefinite duration are terminated by the Company without complying with the legal notice periods.

4. Enforcement and Execution

This policy was adopted at the meetingMHR Gayrimenkul Yatırım OrtaklığıAŞdated 

and entered into force.

1. Purpose and Scope

The purpose of the Corporate Social Responsibility Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to determine our corporate social responsibility principles and the priority of these principles for MHR GYO.

2. Authority and Responsibility

This Policy has been established by the Board of Directors and, the Board of Directors is authorised and responsible for monitoring, supervising, developing and making necessary updates to the Policy. Changes to be made in the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the Board of Directors.

3. Corporate Social Responsibility Approach and Principles

MHR GYO goes beyond its traditional financial objectives, prioritises its impact on society and the environment, and seeks ways to develop positive and sustainable relationships with its stakeholders. It has voluntarily integrated its social and environmental concerns into its business activities and interactions with its stakeholders and works to voluntarily contribute to a better society and a cleaner environment.

As part of its responsibilities towards respect for human beings, the environment and society, our Company considers acting with a sense of social responsibility in all its activities as one of the primary and unchanging elements of its management approach. It takes care to take a leading role in activities aimed at protecting human rights and the environment.

According to the World Business Council for Sustainable Development, corporate social responsibility is the continued commitment of business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as society. It is also essential for the sustainability of businesses. This implies that businesses not only have economic responsibilities, but also responsibilities that include social, environmental and ethical responsibilities to members of society within and outside the organisation. Thus, the basic idea of corporate social responsibility is that businesses have a responsibility for their impact on society and the natural environment beyond legal compliance and the obligation of individuals.

Within this framework, our company has adopted Carroll's Four-Dimensional Pyramid model and dimensioned its practices at 4 levels.

A. Economic responsibilities: Our main objective in the economic dimension is to make profit by meeting the needs and expectations of our customers and to fulfil our economic responsibilities. Since it is not possible to fulfil other responsibilities without observing economic responsibilities, it has been determined as our basic responsibility. Our company aims to commit to profitability, to maintain a strong, competitive position and a high level of operating efficiency.

B. Legal Responsibilities: To act in a manner consistent with the expectations of regulatory authorities and the law, to comply with various federal, state and local regulations, and to be a corporate company that complies with the law and fulfils its legal obligations.

C. Ethical responsibilities: To be consistent with the expectations of social mores and ethical norms, to recognise and respond to new or evolving ethical/moral norms adopted by society

To respect and prevent compromising ethical norms in order to achieve corporate goals,

good governance practices, to meet what is morally or ethically expected, and to go beyond compliance with laws and regulations in upholding integrity and ethical behaviour.

D. Volunteerism: This responsibility at the top does not aim to make a profit, to comply with the law, to be accepted by society, but to make the world a better place, to improve people's quality of life and to contribute to the society and the world.

In this context, our basic principles in our social responsibility practices are determined as follows.

Responsibility towards the Environment

• Carrying out the studies to eliminate water and air pollution,
• Observing the transformability of its products
• Using production techniques that protect the environment and human health,
• Using natural resources prudently,
• Using recycling techniques
• Carrying out voluntary activities such as tree planting,
• Educating and motivating its employees about environmental issues,
• Carrying out studies to minimise waste production

Responsibility towards Regulatory Authorities

• Realising joint projects with public institutions,
• Supporting social issues such as education and health to the points where the state cannot reach,
• Supporting public spaces,
• Obeying all laws of the state,
• Avoiding corruption,
• Paying your taxes regularly,
• Reporting transparently,
• Working in co-operation with the control mechanisms of the state.

Responsibility towards Society

• Supporting the education needs of those who cannot receive education due to economic reasons,
• Providing building and equipment assistance to associations or non-governmental organisations working for the benefit of society; supporting their employees to work voluntarily in these organisations during working hours or to share their expertise,
• Donating and delivering products or services to people in need,
• Contributing to culture and art activities,
• Contributing to the physical infrastructure of the business environment,
• Establishing foundations to help the community,
• Preventing the exploitation of women and child labour.

Responsibility towards shareholders and investors

• Pursing a strong financial structure, high reputation, sustainability and high profitability targets
• Taking steps to protect the economic interests of shareholders and investors in the decisions taken,
• Increasing the Company's share value by generating profits or developing image-enhancing projects,
• Providing access to public information requested by shareholders about the Company,
• Keeping accounts free from false or incomplete information and reporting accurate information in a transparent and accountable manner.

Responsibility towards Managers and Employees

• Creating a fair wage system,
• Establishing a fair recruitment and promotion system,

• Not to discriminate on the grounds of gender, ethnic origin, etc,

• Supporting the adaptation of human resources to work,
• Enabling human resources to focus on their personal training and career,
• Complying with the laws on working hours and minimum wage,
• Respecting the personal rights of human resources,
• Providing a free environment where human resources can easily share their innovative ideas,
• Supporting the organisation or unionisation activities of human resources and not preventing the right to strike,
• Respecting the privacy and confidentiality of human resources,
• Not mobbing human resources,
• Supporting the participation of human resources in decisions related to the organisation,
• Leaving time for human resources to develop themselves or to devote to their private lives,
• To Creating environmental conditions that will enable human resources to work in a healthy and safe environment to prevent occupational accidents or occupational diseases,
• No child labour,
• Not forcing human resources to work in the organisation against their will,
• Providing facilities such as shuttle service etc. to human resources for travelling to and from work,
• Creating an organisation where human resources are proud and honoured to work.

Responsibility towards the Customer

• Adopting policies that protect the rights of consumers
• Taking customer complaints seriously,
• Providing after-sales warranty services,
• Observing the understanding of product or service in hygienic conditions that will not harm the consumer,
• Using information that will not deceive and deceive the consumer,
• Providing affordable products or services with high quality,
• Producing products or services in accordance with consumer preferences,
• Producing healthy and reliable products or services.

Responsibility towards competitors

• Not making attempts to create unfair competition, to be fair,
• Not exhibiting behaviours that will humiliate and defame their competitors,
• Not following unethical pricing and advertising policies,

• Not trying to destroy other competitors by agreeing among themselves to create a monopoly,

• Developing exemplary practices and sharing them with competitors; developing projects that will benefit the society together,
• Respecting intellectual and industrial property rights and not steal information and technology through espionage.

Responsibility to Suppliers

• Making fair agreements with its suppliers that include ethical clauses,
• Following fair price policies without putting pressure on prices by using their financial power,
• Not leaving suppliers in a difficult situation by making monopoly agreements,
• Paying the promised price for the raw material supplied on time,
• Sharing information with its suppliers and establishing collaborative working processes.

4. Enforcement and Execution

This policy was published by MHR Gayrimenkul Yatırım Ortaklığı A.Ş dated 

meeting and entered into force.

1. Purpose and Scope

The policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") Policy on Participation and Information of Stakeholders in Governing Organisations has been established in accordance with Article 3.2 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board ("CMB"). The purpose of the Policy is to determine the principles for supporting the participation of stakeholders in the management of the Company.

This Policy is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy has been established by the Board of Directors within the framework of the CMB's Corporate Governance Principles. Monitoring, supervision, development and necessary updates of the Policy are under the authority and responsibility of the Board of Directors. Changes to be made in the policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Policy Principles Regarding the Participation of Stakeholders in Management Bodies and Informing them

The stakeholders of our company are our shareholders, investors, employees, customers, suppliers, governmental institutions, financial institutions and non-governmental organisations.

Our shareholders exercise their right to participate in management by attending the general assembly meeting. In addition, our Company is continuously informed by means of communication tools determined by the disclosure policy and Capital Markets Board communiqués. Necessary mechanisms have been established to convey the opinions, suggestions and requests of our shareholders and other stakeholders to the Company management.

Employee participation in management is organised under two main headings: information and consultation.

Our Company informs its employees about its activities through periodical meetings. The Company may seek the opinion of its employees at the planning and implementation stages regarding the Company's core business operations and internal regulations. The Company's strategies and targets are determined through performance evaluation meetings, suggestion systems and meetings held within the Company.

In order for the Company's employees to participate in the management, the "Employee Representative" is elected by the employees among themselves to ensure that the suggestions, complaints and ideas of the employees are conveyed to the senior management.

Individual or collective meetings are held with customers, suppliers, public institutions and various community organisations, and the suggestions arising from these meetings are also evaluated. In addition, there is a communication channel through the Ethics Line where stakeholders can directly communicate any nonconformities they see to senior management.

4. Enforcement and Execution

This policy was adopted at the meeting of MHR Gayrimenkul Yatırım Ortaklığı AŞ ….. dated 

and entered into force.

1. Purpose and Scope

The purpose of the Occupational Health and Safety Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to determine the principles for the Company to provide an effective and expeditious compensation opportunity for its employees in case of violation of their rights protected by legislation and contracts.

This Policy is announced to all stakeholders, particularly shareholders, through the Company's website (www.mhrgyo.com.tr).

2. Authority and Responsibility

This Policy has been established by the Board of Directors. Monitoring, supervision, development and necessary updates of the Policy are under the authority and responsibility of the board of directors. Amendments to be made to the policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Principles of Occupational Health and Safety

• Fulfilling the requirements of all applicable legal and other requirements,
• Raising awareness of all our stakeholders on health and safety, increasing their awareness and supporting them with training,
• Creating a safe and healthy working culture and providing the necessary resources for this,
• Taking all ideal measures to provide a safe working environment that protects the physical, psychological and social well-being of employees,
• Providing all necessary personal protective equipment according to risk analyses,
• Encouraging all our employees, suppliers and contractors to use occupational safety protective equipment,
• Taking all precautions against hazards such as fire, injury and disease that pose a danger to life and property safety and to supervise the applicability of the studies carried out on this subject and to make the necessary updates,
• Taking proactive measures by making necessary plans for possible emergencies,
• Identifying and eliminating hazards and risks in the working environment,
• Working with the principle of "Zero Work Accident" in Occupational Health and Safety, to identify and eliminate or reduce the factors that may cause occupational accidents or occupational diseases in the workplace, to identify hazards and risks in advance with an effective risk assessment study, to create healthy and safe working conditions,
• Determining the best practices in occupational health and safety and using them in all areas,
• Conducting interviews with employees to identify needs and expectations on occupational health and safety,
• Monitoring and improving the Occupational Health and Safety performance of contractor companies,
• Basing  our occupational health and safety activities on continuous improvement by ensuring the participation of all levels of the organisation and our stakeholders.

4. Enforcement and Execution

This policy has been adopted and entered into force at the meeting of MHR Gayrimenkul Yatırım Ortaklığı AŞ dated ..................................

1. Purpose and Scope

The purpose of this Information Security Policy ("Policy") of MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("Company") is to implement and maintain Information Security within a system. It covers the conditions for the implementation, maintenance and continuous improvement of the information security management system.

2. Authority and Responsibility

This Policy has been established by the Board of Directors and, the Board of Directors is authorised and responsible for monitoring, supervising, developing and making necessary updates to the Policy. Amendments to be made in the Policy are published on the Company's website (www.mhrgyo.com.tr) following the decision of the board of directors.

3. Information Security Principles

• To establish the Information Security System in accordance with internal and external legislation,
• To protect the confidentiality and integrity of information, to make it available to authorised users, to improve the corporate reflex with appropriate training, effective communication and accurate reporting,
• To ensure the effective use of information by establishing a systematic information architecture, to protect the Information Security System and information assets and to establish business continuity,
• To determine roles and responsibilities according to the principle of separation of duties, avoiding conflicts of interest and misconduct,
• To periodically review the Information Security System and continuously improve its effectiveness and performance,
• To maintain the continuity of the management's determination, support and commitment in this context at every level of Information Security Management.

4. Enforcement and Execution

This policy was adopted at the meeting of MHR Gayrimenkul Yatırım OrtaklığıAŞ ….. dated 

and entered into force.