Disclosure Policy
I- Purpose and Scope
Pursuant to this Disclosure Policy, ŞOK Marketler Ticaret A.Ş. (“Company”) informs the public in a complete and timely manner, in accordance with the provisions of the Capital Market Legislation, Corporate Governance Principles, and provisions in the Company’s Articles of Association.
The purpose of the Company’s Disclosure Policy is to ensure active and transparent communication with all stakeholders, including shareholders, investors, employees, and customers, in a complete, fair, accurate, timely, clear, affordable, and equally-accessible manner, as per the regulations to which the Disclosure Policy is subject.
However, pursuant to such regulations, the Company may refrain from disclosing to the public certain confidential information, which is treated as a business secret, as per the principles stipulated in the regulations, where such disclosure may harm its legitimate interests.
The Disclosure Policy applies to all employees of the Company.
II- Authority and Responsibility
The Company’s Disclosure Policy is set and implemented under the mandate of the Board of Directors. The Board of Directors reserves the right to amend this policy from time to time, as required by relevant regulations. The Disclosure Policy and amendments thereto are published on the Company’s website, following the approval by the Board of Directors.
The responsibility to implement, develop, and monitor the Disclosure Policy rests with the Board of Directors.
The responsibility to observe and monitor each and every matter related to public disclosure rests with the executives who are in charge of financial management and reporting, as well as with the Investor Relations Department. The relevant authorized persons fulfill such responsibilities in close cooperation with the Corporate Governance Committee, Audit Committee, and the Board of Directors.
III- Methods and Means of Disclosure
The methods and means of disclosure used by the Company under this Disclosure Policy are explained below:
IV- Principles Regarding the Presentations and Reports Disclosed in Briefing Sessions or Press Meetings
Inquiries submitted to the Company by shareholders, investors and analysts are responded to by the Investor Relations Department via printed or verbal means or through briefing sessions, accurately and completely, with consideration of the principle of equality, in line with the information disclosed to the public.
Media organs, press meetings, and/or press releases or other means of communication may be used for disclosure of matters subject to material events, including considerations for the future. Disclosures may be published on KAP (Public Disclosure Platform), either prior to or at the time of the announcement, as well as on the Company’s website.
Company officials may attend national and international conferences or meetings from time to time, in order to share information with investors and analysts. The presentations used in this regard may also be published on the Company’s website.
V- Principles Regarding Follow-up of News Items and Stories Regarding the Company in the Media or on Websites, and Related Disclosures
The Company follows national and international news reports and stories featured in the media or other communication channels, both internally and via the contracted domestic data distribution channels and, in the event of news items or stories not covering the same content as information that is either disclosed for the first time or has already been disclosed to the public, the Company evaluates their impact on the value and price of its shares or on investors’ investment decisions in accordance with internal regulations and, where it deems necessary, it immediately makes an announcement to the public, as per the principles stipulated in the Capital Markets Regulations, on whether these are valid or sufficient, despite the presence of a postponement decision.
If it deems necessary, the Company may choose to make an announcement on the reports and stories that are featured on media organs but do not constitute any requirement for material event disclosure. Such disclosures may be in the form of either written or verbal communication or may be published on the Company’s website (www.sokmarket.com.tr).
The Company is not required to make an announcement to the public on the adequacy and validity of interpretations, analyses, assessments, and forecasts based on publicly-available information, via the media and other means of communication.
VI- Measures Taken to Ensure Confidentiality of Material Events Prior to Public Disclosure
The period from the date following the accounting period during which financial statements and reports drafted by the Company and independent audit reports are prepared, to the day on which they are disclosed pursuant to regulations, is called the “quiet period.” Throughout the quiet period, Company officials may not deliver any remarks on the Company’s activities, financial performance, or outlook - except the information disclosed to the public on behalf of ŞOK Marketler - and may not respond to any of the questions posed by capital market participants such as analysts or investors; however, this period does not prevent Company officials from taking part in conferences, panels and/or seminars.
The Company’s executives and their spouses, children, or individuals dwelling in the same house with them may not perform any transactions regarding the Company’s shares or capital market instruments based thereon, during the period from the date following the end of the accounting period during which the semi-annual and annual financial statements and reports are drafted by the Company and audit reports are prepared, to the day on which they are disclosed pursuant to regulations. Such restrictions also apply to directors of the Company’s subsidiaries and controlling shareholders, as well as persons who have access to insider or continuous information for having shares therein.
The Company may choose to postpone public disclosure of insider information to avoid any harm to its legitimate interests, provided that such an action will not mislead investors and will ensure confidentiality of such information. In such cases, the Company takes any measures to ensure confidentiality of insider information, pursuant to Capital Market Regulations.
The Company informs directors and employees on the obligations specified in the law and relevant regulations regarding insider information, as well as on sanctions imposed in the event of misuse or dissemination of such information, via on-the-job training. Additionally, these matters are also covered in guidelines regarding the Internal Code of Conduct. The Company obtains a commitment for keeping internal information confidential, to prevent access to such information, by employees excluded from the list of persons accessing such information and third parties providing services, and takes necessary measures through similar methods.
Persons who have access to insider information are informed regarding the sanctions imposed in the event of the misuse or dissemination of such information, in a manner that ensures such persons agree to the obligations stipulated in the law and relevant regulations regarding insider information.
VII- Principles for Determining Persons with Administrative Responsibility
“Persons with Administrative Responsibility,” as per the Capital Market Regulations, are defined as persons who have direct or indirect regular access to the Company’s insider information, and who are authorized to take administrative decisions that affect the Company’s future development and commercial goals, although they are not Board Members.
VIII- Principles for the Disclosure of Future Considerations
Considerations involving future plans and forecasts that are in the nature of insider information, or providing investors with insights on the issuer’s future activities, financial standing, and performance, may be disclosed to the public upon a resolution of the Board of Directors, as per the principles specified in the Capital Market Regulations.
Future considerations are based on reasonable assumptions and forecasts, and if there is a material difference between the matters previously disclosed to the public and actual matters, in the event of any deviations caused by unexpected risks and developments, announcements may be made to the public, including a statement on the reasons for such difference. Attention should be paid to the exclusion of matters on the Company’s activities and strategies that are yet to be agreed upon by the Board of Directors, in disclosures of expectations by directors authorized to disclose information to the public.
In addition to material event disclosures, future considerations may be shared by using media organs, press meetings and/or press releases, national and international conferences or meetings or other means of communication, by persons to be authorized upon the Board’s decision, pursuant to the principles specified in the Capital Market Regulations.
All questions on the principles and procedures governing the implementation of this Policy should be submitted to the Investor Relations Department.