INDEX GRUP COMPANIES COMPETITION LAW COMPLIANCE POLICY

1. PURPOSE AND GENERAL PRINCIPLES

This Competition Law Compliance Policy (“Policy”) is a part of the Index Grup Companies Code of Ethics and determines the principles for the execution of all business and transactions within Index Grup Companies (“Index Grup”) in compliance with the competition law legislation. This Policy hereby aims to ensure that all processes and practices of Index Grup comply with competition law and to raise awareness about competition law.

Index Grup employees, managers and business partners are expected to carry out their business in accordance with the legislation in the countries where they operate, the Index Grup Companies Code of Ethics and this Policy hereby. Within the framework of this Policy, Index Grup employees, managers and business partners are obliged not to conclude any anti-competitive agreements, not engage in concerted practices with competitors, not act in accordance with anti-competitive union decisions, not share information with competitors that may pose a risk in terms of competition law, and to show the necessary sensitivity in order not to abuse their dominant position.

Violation of this Policy may result in significant disciplinary penalties, including legal, administrative and criminal sanctions and dismissal for Index Grup, its related managers, employees and business partners, depending on the legislation in the region of operation. In the event that any third party expected to act in accordance with this Policy acts in its violation, the relevant contracts may be terminated.

2. DESCRIPTIONS

“Index Grup”, refers to İndeks Bilgisayar Sistemleri Müh. San. Tic. A.Ş., Datagate Bilgisayar Malzemeleri Tic. A.Ş., Despec Bilgisayar Pazarlama Tic. A.Ş., Neteks Teknoloji Ürünleri A.Ş., Teklos Teknoloji Lojistik Hizmetleri A.Ş.

“Business partners” includes suppliers, dealers, all kinds of representatives, subcontractors and consultants acting on behalf of the company.

“Competition” refers to the competition between undertakings in the goods and services markets, which enables making free economic decisions.

“Enterprise” means real and legal persons who produce, market and sell goods or services in the market, as well as units that can make independent decisions and form an economic whole.

“Concerted Action” refers to or direct or indirect relationships ensuring a coordination or practical cooperation replacing independent actions of enterprises in the absence of an agreement between enterprises.

“Competitive Information” refers to all kinds of information that may distort, restrict and/or create this effect if shared with competitors, but not limited to those listed which includes information on price, quantity, customers, costs, turnover, sales, purchases, capacity, product attributes, marketing plans, risks, investments, technologies, innovation and R&D programs and other similar information.

“Anti-Competitive Agreement” refers to the express or implied agreements between undertakings, which can cover issues such as price determination, production quantity determination, market and customer sharing, and which can be made verbally or in writing.

“Dominant Position” refers to the power of one or more undertakings in a particular market to act independently of their competitors and customers to determine economic parameters such as price, supply, production and distribution amount.

“Abuse of Dominant Position” refers to the abuse of this power by those in a dominant position in a way that restricts competition in the market. Examples of these practices are complicating the activities of rival undertakings, preventing new entrants to the market, refusing to provide goods and services, discriminatory practices, stipulating the purchase of a good together with another good, and applying excessive pricing.

3. APPLICATION OF THE POLICY

3.1 Considerations in Relations with Customers, Dealers, and Suppliers

Index Grup employees and managers respect the freedom of dealers and authorized services in the sector in which they operate, to determine their own sales prices, profit and discount rates, and strictly avoid any actions and statements that may create the impression that these freedoms are restricted. Within the scope of the applied distribution system, the Grup ensures that activities that will not be contrary to competition law, especially in terms of region or customer limitation. In its relations with suppliers, the Grup acts within the framework of contracts that comply with competition rules.

Being aware of the fact that dealers, authorized services and suppliers are competitors of each other, caution should be exercised against all kinds of statements and actions that may constitute a competitively sensitive information sharing, Concerted Action or Anti-Competitive Agreement between these businesses and necessary warnings should be made to the relevant parties to avoid such communications and transactions.

3.2 Considerations in Relationships with Competitors

It is forbidden to make agreements with managers or employees of competitor companies that directly or indirectly aims to obstruct, disrupt or limit competition, or that have or may cause this effect, or to act in the nature of Concerted Action. In this context, Anti-Competitive Agreements such as customer and territory sharing, supply restriction, collusion in tenders cannot be concluded with competitors.

The language used in in-company correspondence, negotiations and correspondence with competitors is considered and Competition Sensitive Information is not shared.

Particular attention should be paid to all kinds of contacts with competitor company employees. In case speeches that contradict the content of competition law are made, especially in meetings such as associations, councils, commercial union meetings where rival companies come together, an immediate warning should be given to stop such sharing. If the speeches continue, the meeting should be abandoned, this situation should be recorded, and then the Index Grup Legal Department should be notified for guidance about what should be conducted afterwards.

Before responding to requests from competitors that carry the risk of violating the competition rules, the Index Grup Legal Department should be consulted, requests should not be disregarded and it should be documented that such requests do not comply with the competition rules and cannot be responded positively, informing the parties in writing that the Grup will not be a party to such an agreement.

Information on competitors may be received from publicly available sources such as press releases, public annual reports, government records, trade journals, speeches of company executives, and in accordance with legislation. In case of reference to these sources, which contain information about competitors in presentations, reports and similar documents prepared by the company, the legal source of the information must be clearly and comprehensibly stated.

3.3 Considerations in Case of Dominant Position

Index Grup may be in a Dominant Position in the different markets in which it operates. In this case, the employees carry out their activities sensitively in accordance with the requirements of the Dominant Position. While the determination of a dominant position is assessed separately for each market based on the market shares of undertakings and competitors and some specific factors, Index Grup should avoid the following practices that can be considered as abuse, if it is in a position to be considered dominant in a market in which it operates:

1. Implementing pricing strategies that exclude competitors from the market or discriminate against certain customers. For instance, offering non-objective loyalty discounts to increase sales.
2. Stipulating the purchase of another product together with a product.
3. Refusal to provide goods or services without objective justification.
4. Carrying out activities to prevent competitor undertakings operating or aiming to enter the market.
5. Offering different conditions for performances of similar nature to buyers in equal status.
6. Applying excessive pricing and/or offering contracts with unfair commercial terms.
7. Signing long-term exclusivity agreements. (Time restrictions on this subject may vary in terms of the market of the relevant service/product. Before signing such agreements, the Index Grup Legal Department must be consulted.)

3.4 Use Press, Media, and Other Social Communication Channels

As part of compliance with the Policy, Index Grup employees and managers act very carefully in their posts in the press, social media and other communication channels. Especially in terms of competitively sensitive information exchanges with competitors, these channels are places where users must be extremely sensitive. In this context, undertakings should refrain from sharing competitively sensitive information such as price, stock, campaign, etc. through such channels, especially for the future, which can be characterized as unilateral information sharing with competitors.

3.5 Considerations During On-Site Inspection

It is important to cooperate with authorized Competition Authority officials if an inspection is initiated on Index Grup regarding competition law. In cases where the inspection is hindered and complicated, severe administrative and legal sanctions may be applied.

During on-site inspections, the following points should be considered in order to protect the rights of Index Grup:

1. Request to see the authorization documents of the inspection officers, check the names and identities of the officers, and note their time of entry into the company.
2. Immediately contact the Legal Department of the Company.
3. Direct the officers to the Legal Department of the Company.

In case Competition Authority officials request information or ask questions by phone / e-mail, etc. immediately direct the caller to the Legal Department of the Company.

3.6 Follow-Up of Compliance Process

Index Grup is obliged to fulfil the following conditions:

1. Providing all employees with the necessary competition law training on a regular basis,
2. Adapting this Policy, according to the needs of the company and to prepare the necessary procedures if necessary.

If you are aware of any action that you think is against this Policy, applicable legislation or the Index Grup Code of Ethics, you can consult or report this matter to your senior manager. Alternatively, you can make a notification at “[email protected]”.

Index Grup employees can consult the Index Grup Legal Department for their questions about this Policy and its implementation.

September 2022
LEGAL_009_224
Index Grup Legal Department