Bilgilendirme Politikası

DISCLOSURE POLICY

PURPOSE

VBT Yazılım A.Ş. (VBT) follows an effective policy to ensure that shareholders are informed simultaneously, completely, transparently, and accurately within the framework of relevant laws and the Capital Markets Board (CMB) Corporate Governance Principles. All information that is not considered a trade secret and has become legally disclosable is announced to the public.

The purpose of the disclosure policy is to share the Company's past performance, strategies, goals, and vision, excluding information considered a trade secret, with the public, relevant regulatory authorities, existing and potential investors, and shareholders through active and open communication.

VBT aims to comply with all CMB legislation and Borsa Istanbul (BIST) regulations regarding public disclosure and to implement the most effective communication policy that is accurate, fair, simultaneous, and understandable within the framework of the CMB Corporate Governance Principles.

AUTHORITY AND RESPONSIBILITY

The authority and responsibility for public disclosure and monitoring, supervising, and improving the disclosure policy lie with the Board of Directors of VBT. The Deputy General Manager (Finance), Accounting Department, and Investor Relations departments have been assigned to coordinate the disclosure function. These officials perform their responsibilities in close cooperation with the Board of Directors and the General Manager.

The Disclosure Policy approved by the Board of Directors is presented to the shareholders at the General Assembly and announced to the public on the Company's website.

METHODS AND TOOLS OF PUBLIC DISCLOSURE

Within the framework of CMB and BIST Regulations and the provisions of the Turkish Commercial Code (TCC), VBT uses the following methods and tools to determine its public disclosure and information policy:

Material event disclosures (sent electronically to the Public Disclosure Platform (KAP))
Periodic financial statements and footnotes disclosed at the end of each three-month period, independent audit reports, and declarations for six-month periods (sent electronically to KAP)
Annual and interim activity reports
Corporate website, (www.vbt.com.tr)
Prospectuses, circulars, announcement texts, and other documents announced through the Central Registry System (CRS) and the Central Database Service Provider (CDSP) systems in accordance with Capital Markets Regulations
Announcements and disclosures made through the Turkish Trade Registry Gazette and, when necessary, national and local newspapers with high circulation
Press releases made throughout the year in parallel with significant developments through written and visual media
Communication methods and tools via telephone, email, fax, etc.
Announcements made through brochures and catalogs
Participation in domestic and international fairs

DISCLOSURE OF MATERIAL EVENTS

VBT's material event disclosures are prepared by the Commercial Accounting Department and Investor Relations department and electronically sent to KAP by the managers authorized to make KAP notifications. The necessary checks for the publication of these notifications on KAP are carried out by the relevant departments.

Individuals with administrative responsibility include the Board of Directors, Auditors, General Manager, Deputy General Managers, Accounting Department (Commercial), Cost Accounting, and individuals who regularly access VBT's insider information directly or indirectly and have the authority to make administrative decisions that affect VBT's future development and commercial goals. These individuals are announced in the Annual Activity Report and on the Company’s website, which are updated and published annually.

If there are legal and commercial relationships between the real and legal persons with whom we have direct and indirect relations in terms of capital management and audit, and the Company, necessary disclosures are made within the framework of the provisions of the CMB legislation.

DISCLOSURE OF FINANCIAL STATEMENTS

VBT's financial statements and footnotes are prepared on a consolidated basis in accordance with the International Financial Reporting Standards (IFRS) as specified by the CMB. Annual and semi-annual financial statements are independently audited according to International Auditing Standards and disclosed to the public. Financial Statements for 3 and 9-month periods are also prepared in accordance with IFRS and disclosed to the public within a certain period.

Financial statements and footnotes are submitted to the Board of Directors for approval along with the opinion on compliance obtained from the Audit Committee, within the framework of the Capital Markets Legislation before being disclosed to the public. The financial statements, footnotes, and independent audit report, approved at the meeting for accuracy, are submitted to BIST and CMB in line with the Capital Markets Law and BIST regulations.

The financial statements and footnotes disclosed on KAP are simultaneously announced to the public under the BIST heading on our website, in line with the agreement made with Foreks. In addition, information on financial statements is maintained on our website's Investor Relations section under Activity Reports for five years retrospectively.

DISCLOSURE OF ACTIVITY REPORT

The content of the annual and interim Activity Reports is prepared in accordance with TCC, CMB Legislation, and CMB Corporate Governance Principles. The Activity Report and financial statements apply Turkish Accounting Standards (TAS) and Turkish Financial Reporting Standards (TFRS).

Once our Activity Reports are prepared, they are approved by the Board of Directors and disclosed to the public via the internet three weeks before the General Assembly. The report is also submitted electronically to KAP. Capital market participants can obtain the printed versions of the Activity Report in Turkish and English from our Accounting Department and Investor Relations unit.

WEBSITE

In public disclosure, VBT actively uses its website at vbt.com.tr as recommended by the CMB Corporate Governance Principles. The disclosures on the website do not replace the notifications and special circumstance disclosures required by the Capital Markets Legislation. The website is organized in Turkish and English in the content and manner stipulated by the CMB Corporate Governance Principles.

In compliance with Article 1527 of the Turkish Commercial Code, a section of the site is dedicated to publishing announcements legally required to be made by the company. This section can be accessed from the "Information Society Services" tab on our website.

The Investor Relations tab on our website includes the company's trade registry information, the latest partnership and management structure, information on privileged shares, announcements, the dates and issues of the Turkish Trade Registry Gazette related to amendments to the articles of association, the latest version of our articles of association, special circumstance disclosures, activity reports, General Assembly Meeting announcements, agenda and proxy sample, attendee list, meeting minutes, dividend distribution policy, disclosure policy, the company's ethical rules, frequently asked questions, and their answers.

The "VBT on Borsa Istanbul" section on our website includes all information available about our company on the Borsa Istanbul website. Our website also features stock prices, charts, prices of certain precious metals, all news and exchange rates related to VBT and others.

ANNOUNCEMENTS AND DISCLOSURES IN THE TURKISH TRADE REGISTRY GAZETTE

In accordance with the Capital Markets Law, Turkish Commercial Code, and our Articles of Association, announcements regarding the General Assembly, capital increase, and dividend payments are made through the Public Disclosure Platform (KAP) and, when necessary, through the Turkish Trade Registry Gazette and national daily newspapers.

EXPLANATIONS REGARDING THE USE OF PARTNERSHIP RIGHTS

Within the framework of Capital Markets regulations, shareholders are informed about the General Assembly, Capital Increase, Dividend payments, mergers, and other various issues related to the company through prospectus and announcement texts via KAP.

Our company holds Ordinary General Assemblies each year within the legal deadlines. Documents to be reviewed at the General Assembly include; the Agenda, Attendee List, Activity Report, Auditor Report, Balance Sheet, Income Statement, General Assembly Minutes, and if any, Amendments to the Articles of Association.

MEASURES TO ENSURE THE CONFIDENTIALITY OF INSIDER INFORMATION UNTIL IT IS DISCLOSED TO THE PUBLIC

VBT employees who have insider information and other parties in communication are informed about their obligation to maintain the confidentiality of this information from the process of the special circumstance arising until its disclosure on KAP.

If it is determined that insider information has been unintentionally disclosed by persons working on behalf of and on account of VBT to third parties without a confidentiality agreement, and it is concluded that the confidentiality of the information cannot be ensured within the framework of Capital Markets regulations, an immediate special circumstance disclosure is made.