INFORMATION POLICY
The Company’s information policy has been established as follows and this policy was presented to the shareholders at the 2020 Ordinary General Assembly meeting held on 28.04.2021.
Aim
The fundamental principle of our Company’s information policy is to ensure that all developments that may affect the value of all capital market instruments offered by our Company are disclosed to the public in a timely manner, with accurate, complete, and sufficient information, and that there is no discrimination among Capital Markets Participants (shareholders, investors, capital market experts, brokerage firms, etc.) in exercising the right to obtain and review information. To ensure this, the information disclosed by the Company is made available in an understandable, interpretable, easily accessible, cost-effective, and equitable manner to assist the decision-making of individuals and organizations that will benefit from the disclosure. Regarding public disclosure, the regulations of the Capital Markets Board (CMB) and Borsa Istanbul (BIST) are adhered to, and utmost care is taken to implement the principles set forth in the Corporate Governance Principles of CMB. In addition to those stipulated in legal regulations, the effective use of the corporate website, emails, press releases, and media outlets, and compliance with all regulations published or to be published in the future by the CMB are essential methods for providing information.
Responsibility
The Board of Directors is responsible for monitoring, reviewing, and developing the Information Policy. The Corporate Governance Committee provides information and recommendations on matters related to the “Information Policy” to the Board of Directors, the Audit Committee, and the Deputy General Manager of Finance and Accounting.
Public Disclosure Methods and Tools
Due to the obligations arising from the provisions of the Capital Markets Legislation and the Turkish Commercial Code (TCC);
• When special circumstances arise as stipulated in the CMB’s Communiqué No. (II-15.1) “Principles Regarding Public Disclosure of Special Circumstances,” the necessary disclosure must be made to the Public Disclosure Platform in accordance with the forms in the Communiqué, and the disclosure must also be published on our corporate website at www.ihlasgayrimenkul.com.
• Publishing financial statements and footnotes, independent audit reports, statements, and activity reports on the Public Disclosure Platform and the corporate website.
• Publishing documents or information required by law to be published during capital increases in the Turkish Trade Registry Gazette and on the corporate website.
• Publishing announcements and notices, such as general assembly calls and dividend payments, on the corporate website, as well as in the Turkish Trade Registry Gazette and in daily newspapers or other media, if required by law.
This is the primary public disclosure method used by our Company. The disclosures provided above, which arise from legislation and are provided by our Company to capital market participants, are explained to investors in the informative interviews made in person and meetings held via teleconference with capital market participants.
Public Disclosure of Financial Statements
Our company’s financial statements and footnotes are prepared in accordance with Turkish Financial Reporting Standards (TFRS) and are independently audited in accordance with the independent auditing standards published by the Capital Markets Board. They are submitted to the Board of Directors for approval. They are disclosed to the public after a declaration of accuracy is signed by the responsible Board Members. Following Board approval, the financial statements and footnotes, the independent audit report, and any accompanying documents are submitted to the Public Disclosure Platform for publication in accordance with CMB and BIST regulations and published on our corporate website (www.ihlasgayrimenkul.com).
Public Disclosure of Activity Report
After the activity report is prepared in accordance with Capital Markets Legislation, it is submitted to the Board of Directors for approval and disclosed to the public on the Public Disclosure Platform and our corporate website (www.ihlasgayrimenkul.com).
Capital market participants who wish to obtain a printed version of the Activity Report may contact our Company’s Investor Relations Department.
Public Disclosure of Special Circumstances
The company’s special circumstances disclosures are prepared under the supervision of the Deputy General Manager of Finance and Financial Affairs, signed by the responsible Board Members, and submitted to the Public Disclosure Platform.
Ensuring Confidentiality of Special Circumstances Until the Public Disclosure
To ensure the confidentiality of information until such special circumstances are publicly disclosed, no information other than that already disclosed will be disclosed in person or via group meetings/discussions with capital market participants/third parties.
Subsequent changes and developments related to the Company’s public disclosures will be disclosed to the public through disclosures of special circumstances.
Persons Authorized to Make Public Disclosure
All special circumstances disclosures of İhlas Gayrimenkul Proje Geliştirme ve Ticaret A.Ş. are made in accordance with the Communiqué on Special Circumstances of CMB (II-15.1). Written and verbal requests for information submitted by capital market participants, excluding confidential information and trade secrets, are responded to by the Deputy General Manager of Finance and Financial Affairs or the Investor Relations Manager, depending on the content of the request. Press releases made to printed and visual media, and to data distribution channels such as Reuters, Forex, etc., may only be made by the Chairman of the Board of Directors, the General Manager, or the Deputy General Manager of Finance and Financial Affairs. Unless specifically assigned, Company employees may not answer questions from capital market participants. Incoming information requests are directed to the Deputy General Manager of Finance and Financial Affairs or the Investor Relations Manager. Except as stipulated by legislation within the scope of information management, information regarding the Company’s management, legal status, and projects is presented and disclosed to the public through statements made by designated executives and Board Members.
Criteria used to determine individuals with administrative responsibilities:
The criteria set forth in the regulations issued by the Capital Markets Board for individuals with administrative responsibilities within the company are used as a basis. These criteria are as follows:
Individuals with administrative responsibilities state:
1) Board of Directors’ Members of the Issuer,
2) Individuals who, although not members of the Board of Directors, regularly have direct or indirect access to the issuer’s insider information and are authorized to make administrative decisions affecting the issuer’s future development and commercial objectives,
Individuals closely related to the person with administrative responsibility:
1) The spouse, children, and individuals residing in the same household as the person with administrative responsibility during the period the transaction in question was conducted.
2) Legal entities, institutions, or partnerships whose administrative responsibilities are assumed by, or directly or indirectly controlled by, or established for the benefit of, individuals with administrative responsibility or the individuals specified in subparagraph (1), or whose economic interests are substantially the same as those of these individuals.
3) Individuals with administrative responsibility of subsidiaries whose assets constitute 10% or more of the issuer’s total assets in the most recent annual financial statement prepared in accordance with Board Regulations and whose capital market instruments are traded on a stock exchange; Members of the Board of Directors; Persons who are not members of the Board of Directors, but who have direct or indirect regular access to the issuer’s insider information and are authorized to make administrative decisions affecting the issuer’s future development and commercial objectives.
Communication with Capital Market Participants
Our Company does not provide guidance regarding expectations about interim and annual operating results. Instead, it prefers to communicate critical issues affecting its operating results, its strategic approaches, and important elements that provide a better understanding of the sector and operating environment to capital market participants. Unless otherwise specified in our disclosure policy, only those authorized to make public disclosures on behalf of our Company may communicate with capital market participants. In non-public interviews with capital market participants, no material or proprietary information that has not yet been publicly disclosed will be disclosed.
Face-to-Face Meetings or Phone Calls
Face-to-face or group interviews with capital market participants, conducted by phone or in person, are an important part of investor relations development programs. In such settings, our Company will not disclose any new information; it will not update previously publicly disclosed information; and it will not disclose important or private information not previously disclosed. Furthermore, an investor information meeting will be held when it is necessary to comprehensively share the Company’s activities with investors and/or if the Board of Directors deems it necessary. During meetings held between the Board of Directors and executives with the press, requests for appointments from the press will be evaluated by the Investor Relations Department and will be issued with the approval of the Corporate Governance Committee. Inquiries submitted to the Company by potential investors, shareholders, stakeholders, the press, and financial institutions representing investors will be primarily encouraged to use the internet to submit written questions. However, all questions will be answered by the Investor Relations Department in accordance with the information policy.
Informing Small Investors
To ensure interactive information and prevent speculative disclosure, no new information will be provided in presentations and reports disclosed during promotional meetings, information meetings, or press conferences held with a select group of investors; previously publicly disclosed information will not be updated; and no previously undisclosed private information will be disclosed. All such disclosures will be made available on the website. When using the website, special situation disclosures and the inclusion of investors who are unable to use the internet will be considered, and the content will be updated accordingly. In addition to those stipulated in legal regulations, the effective use of the corporate website, emails, press releases, and media outlets, and compliance with all regulations published or to be published in the future by the Capital Markets Board (CMB) are essential methods for providing information.
Postponement of Public Disclosure of Insider Information
Our Company generally discloses insider information to the public on the date the disclosure obligation arises. However, in accordance with Article 6 of the relevant Communiqué, the public disclosure of insider information may be postponed when necessary to ensure the confidentiality of the information to prevent harm to our Company’s legitimate interests, legal rights, and benefits. To postpone the disclosure, the Board of Directors shall determine the postponed information, the impact of the postponement on the protection of our Company’s legal rights, the absence of a risk of misleading investors, and the measures taken to maintain the confidentiality of this information during the postponement period. As soon as the reasons for postponing the public disclosure of insider information are eliminated, our Company shall immediately submit a statement regarding the insider information in question to the public disclosure platform. If the event underlying the postponed insider information does not occur, the disclosure may not be made.
Baseless News and Rumors Circulating in the Market
The Investor Relations Department monitors news and rumors about the Company circulating in the press and the public. If news or rumors about our Company circulate in the press and the public that have a significant impact on the investment decisions of depositors or the value of capital market instruments, or that are not originated from persons authorized to represent our Company, and that differ in content from information previously disclosed to the public through material disclosures, offering circulars, circulars, Board-approved announcements, financial reports, and other public disclosure documents, partnerships will issue a statement regarding their accuracy or adequacy in accordance with Article 9 of the relevant Communiqué, titled “Verification of News and Rumors.” However, if the information contained in the news or rumors consists of information previously disclosed to the public through material disclosures, prospectuses, circulars, Board-approved announcements, and financial reports, and does not contain any additional information, no material disclosure will be issued.
Public Disclosure of Future Assessments
Our Company may publicly disclose Future Assessments from time to time in accordance with its disclosure policy. Future Assessments may be disclosed subject to a Board of Directors decision or, if authorized by the board of directors, with the written approval of the authorized person. Future assessments are disclosed to the public no more than four times a year. This disclosure may be made in the form of a material event disclosure, or through activity reports published in accordance with the Board’s regulations regarding financial statements, or through presentations for investor information, provided that they are disclosed on the Public Disclosure Platform (KAP). However, if a significant change occurs in the publicly disclosed future assessments, the disclosure must be made in accordance with the provisions of the relevant Communiqué, without being subject to the quantitative limitation in this paragraph.
In disclosures regarding future assessments, if there is a significant difference between previously publicly disclosed matters and actual events, the reasons for such differences shall be included.
Company Website
The Company’s corporate website, bearing the same name as the Company’s, is easily accessible and accessible at www.ihlasgayrimenkul.com.
If a situation not foreseen in this information policy arises, action will be taken within the Turkish Commercial Code and Capital Markets legislation. Should current legislation change, compliance with the amended legislation will be ensured.