DEFINITIONS
MGA (Mavi Gök Havacılık A.Ş.)
Within the scope of these Rules, the term ‘Company’ or ‘MGA’ refers to the legal entity encompassing all Employees within the scope of the Rules and the representatives acting on behalf of MGA.
EU Sanctions
Refers to sanctions adopted by the EU Council and implemented by its member states.
U.S. Sanctions
Refers to sanctions imposed by the U.S. Federal Government, its states, and its agencies.
Embargo
Refers to the prohibition by a state of the export or import of all or certain products to or from a specific country for economic or political reasons.
Discrimination
The unfair or prejudiced treatment of individuals in different categories, particularly based on age, dependent and parental status, race (including color, nationality, and ethnic origin), religion, disability (including physical, emotional, and mental impairment), gender identity, sexual orientation, physical characteristics, political beliefs, pregnancy and breastfeeding, or gender.
BIS (Bureau of Industry and Security)
BIS is an agency under the U.S. Department of Commerce that oversees the export of strategic goods, software, and technologies in order to protect the national security, foreign policy, and economic interests of the United States.
Whistleblower
A person who, in good faith and honestly, reports to MGA through reporting channels any situation that is contrary to ethical principles, company policies, or legal regulations. Such a person is protected by MGA under “protection against retaliation.”
Information Security
The set of principles, controls, rules, procedures, policies, and technological measures implemented to ensure the confidentiality, integrity, and availability of all types of information held by MGA in electronic, verbal, or written form. Information Security covers the protection of both trade secrets and Personal Data.
UN Sanctions
Refers to economic sanctions enacted by the United Nations Security Council and implemented by the member states of the United Nations. All UN members are obliged to comply with UN sanctions
Employee
All natural persons performing duties on behalf of MGA, including permanent, contracted, temporary, part-time, full-time personnel, as well as interns, consultants, and contractor personnel providing services within MGA’s operations. This definition also includes members of the board of directors, senior executives, and those authorized to represent and bind the company.
Conflict of Interest
Situations or behaviors in which an Employee, while performing their duties, may have personal, social, familial, political, or financial interests that could affect their impartiality or conflict with MGA’s interests. This includes both actual and perceived Conflicts of Interest.
Ethics
A system of values that guides the behavior of individuals and organizations based on fundamental moral principles such as honesty, integrity, fairness, responsibility, respect, and transparency. MGA considers acting in accordance with these values in all business processes as a fundamental obligation.
FATF (Financial Action Task Force)
An international organization established in 1989 to develop policies and set standards to combat a range of crimes, including money laundering, human and drug trafficking, terrorism, and the financing of the proliferation of weapons of mass destruction.
Intellectual Property
All intangible assets of MGA that have commercial value and arise from creativity, innovation, or technical development, including patents, trademarks, industrial designs, copyrights, software, databases, and know-how.
Confidential Information
Any information and documents belonging to MGA or its business partners that are not public and may only be used by employees within their authority and as required by their duties. This includes, but is not limited to, strategic plans, operational data, financial reports, customer information, pricing policies, business development projects, and internal correspondence.
Export Control Regulations
Relevant national legislation that regulates and restricts the import, export, and re-export of technologies, information, products, and services for trade, foreign policy, and national security reasons.
Business Partner
Any supplier, subcontractor, contractor, customer, distributor, license holder, agency, consultant, or other third party having a business relationship with MGA. These parties are expected to act in compliance with MGA’s Ethical Principles and Compliance Rules.
Public Official
A person participating in the conduct of public functions, which generally includes, but is not limited to:
- Persons employed by any public institution or state-owned enterprise in any local or foreign country,
- Employees of any political party located in any local or foreign country, as well as all political candidates,
- Persons holding office in any legislative, executive, or judicial body in any local or foreign country,
- Judges, jurors, or other judicial officers serving in national, international, or foreign state courts,
- Officials or representatives working in national or international parliaments,
- Arbitrators serving in arbitration proceedings initiated for the resolution of legal disputes.
Money Laundering (“AML”)
The process of concealing the origin of illicitly obtained assets—referred to as criminal proceeds—and integrating them into the financial system as though they were lawfully acquired.
Personal Data
Any information relating to an identified or identifiable natural person, which directly or indirectly allows the identification of that person.
Corporate Compliance Team
The internal authorized team is responsible for ensuring the effective implementation of Ethics and Compliance processes, providing guidance to Employees, organizing training, evaluating reports, and taking necessary actions. Suppliers may submit their notifications to the MGA Corporate Compliance Team via [email protected] .
Retaliation
Any act or behavior that may result in an Employee or Business Partner being subjected to discrimination or mistreatment—such as punishment, threats, exclusion, mobbing, or dismissal—due to making an ethical report or cooperating in good faith.
Know Your Customer (“KYC”) Process
This is the identity screening process conducted on Suppliers and third parties through sanctions lists published by authorities such as OFAC, the EU, the UN, and HM Treasury in order to mitigate MGA’s international sanctions risks.
OFAC – The Office of Foreign Assets Control (U.S. Department of the Treasury)
A division within the U.S. Department of the Treasury that administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted countries, regimes, terrorism-related groups, international narcotics traffickers, persons and entities engaged in activities related to the proliferation of weapons of mass destruction, and other threats to U.S. national security, foreign policy, or economy.
Bribery
The act of attempting to secure an improper advantage in a commercial transaction or relationship by giving, offering, or promising anything of value—either directly to a Public Official (to the official personally or to another person designated by them) or to any third party—in order to induce the performance or non-performance of an official duty, thereby encouraging corruption. In this definition, the term “anything of value” includes, but is not limited to, money, gifts, and services of the nature specified below:
• That affect or may affect impartiality, performance, or decision-making ability,
• That may cause a reputational risk if made public,
• That may result in a violation of applicable laws or regulations,
• That may create the perception of bribery, or
• That could lead to preferential treatment in the performance of a specific duty,
Any such act shall be considered within this scope.
Sustainability
The balanced conduct of MGA’s long-term growth, stakeholder relations, and ethical responsibilities in accordance with environmental, social, and governance (ESG) principles. Ethical Compliance is an integral part of this structure.
Supplier
Refers to natural or legal persons who establish a direct or indirect contractual relationship with MGA to provide any goods or services related to flight operations, ground handling, maintenance and repair activities, technical services, information technology systems, security services, catering, cargo operations, training, consultancy, or similar services. Within this scope, the definition of supplier also includes subcontractors, authorized service providers, agents, business partners, and third parties within the supplier’s own supply chain.
Harassment
Systematic and/or ongoing, unwanted, and distressing actions by an individual or group, including threats and demands. Harassment may consist of unwanted or offensive behaviors that create a hostile work environment. Such behaviors may originate from an Employee, supervisor, director, vendor, or customer, and may cause discomfort to the Employee.
Compliance
MGA’s operation in full alignment with all applicable laws, regulations, internal policies, procedures, rules, and principles governing its activities; the prevention of violations; and the protection of the company’s legal security and corporate reputation.
Sanctioning Authorities
Authorities of a country or an international organization (e.g., the United Nations, the European Union, OFAC) are authorized to impose economic or financial sanctions against specific individuals, entities, or countries. MGA is obliged to comply with such sanctions and with embargo rules when its activities intersect with national or international sanction regulations.
Corruption
The abuse of authority by public or private sector officials for personal gain, including crimes such as bribery, embezzlement, extortion, and bid rigging.
The term “Anti-Bribery and Anti-Corruption Legislation” covers all laws and international agreements applicable to the relevant transaction relating to bribery and corruption, including those of other countries (e.g., FCPA – U.S. Foreign Corrupt Practices Act, UKBA – U.K. Bribery Act).
1. GENERAL
1.1 PURPOSE AND SCOPE
These “Ethical Principles and Compliance Rules” (“Rules”) have been established to ensure that MAVİ GÖK HAVACILIK ANONİM ŞİRKETİ (“MGA”) conducts its activities in line with the values of fair competition, integrity, responsible action, and ethical business conduct, and in accordance with the relevant legislation, contractual commitments, and ethical principles. The implementation of these Rules is intended to ensure MGA’s compliance with both local and international regulations and industry expectations, and it is essential that all parties adhere to these Rules both in letter and in spirit.
1.2 APPLICABILITY
These Rules are binding for all Suppliers of MGA. In addition, MGA shall make the necessary contractual arrangements to ensure that third parties such as business partners, contractors, and suppliers also comply with the principles and standards set out in these Rules, and shall implement audit and monitoring mechanisms within this scope.
2. ETHICAL PRINCIPLES AND COMPLIANCE PROCEDURES
All Suppliers are responsible for performing their duties in compliance with laws, internal company policies, procedures, rules, and principles. It is the personal responsibility of every MGA Supplier to read, understand, and commit to supporting these Rules.
All Suppliers must ensure that their teams understand the Rules, lead by example, encourage open and constructive communication, take appropriate corrective actions, and support their employees.
2.1 PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The protection of MGA’s Intellectual Property rights—including but not limited to patents, trade secrets, copyrights, trademarks, scientific and technical information, know-how, and experience developed during company activities—is essential to maintaining MGA’s competitive advantage. All Employees must, in addition to protecting MGA’s intellectual property rights, also respect the valid Intellectual Property rights of others. n the event of any unauthorized use, theft, or misuse of MGA’s Intellectual Property rights, MGA reserves all rights to make claims, file lawsuits, and submit complaints.
Representation of the MGA Brand and Standards of Conduct
The MGA brand symbolizes the company’s corporate identity and how it makes a difference on a global scale. This brand is directly associated with the core values set forth in the policies, procedures, and Rules.
The Supplier is obliged to act in a manner that protects and strengthens the MGA brand, as well as the Company’s corporate values and reputation.
The Supplier acknowledges that, within the scope of its business relationship with MGA, the actions and statements of its employees and representatives may be directly associated with the MGA brand. Therefore, the Supplier is obliged to act in compliance with MGA’s Rules in all interactions with its own customers, business partners, and other third parties, and to refrain from any conduct that may damage MGA’s corporate reputation, conflict with its brand values, or create a negative public perception. In the event of any breach of these obligations, MGA reserves the right to apply the necessary sanctions under the relevant agreements and to terminate the business relationship.
2.2 OCCUPATIONAL HEALTH, SAFETY, AND SECURITY
Compliance with applicable occupational health and safety regulations and legal requirements must be ensured at all times across all MGA facilities. Therefore, it is of great importance that all employees of the Supplier and the third parties affiliated with them act responsibly and do not, under any circumstances, take unnecessary risks that may jeopardize occupational health and safety.
• Taking personal ownership of safety responsibilities,
• Always commencing duties in a state of physical and mental fitness,
• Never compromising on matters of health, safety, and security,
• Showing zero tolerance toward violence, threats, and the possession of weapons,
• Complying with restrictions and prohibitions related to the use of drugs, alcohol, and tobacco,
• Acting with a sense of responsibility to minimize environmental impact.
2.3 HUMAN RIGHTS AND EQUALITY
MGA is committed to a culture of respect for individuals and inclusivity and has adopted a zero-tolerance policy toward any decision or action that violates human rights or the principle of equality.
Harassment or Discrimination based on gender, age, race, national origin, religion, language, sexual orientation, marital status, disability, or any other legally protected class will not be tolerated. Harassment may take many forms, including hostile behavior such as retaliation, intimidation, offensive language, or inappropriate jokes.
MGA treats its Employees based on merit and without discrimination on the basis of age, gender, disability, religion, sexual orientation, marital status, race or color, national origin, or any other legally protected class or status.
The Suppliers must comply with prohibitions against Harassment, Discrimination, and Retaliation. Maintaining a respectful and inclusive work environment requires the cooperation of every person.
Procedure for Protection Against Retaliation
MGA, in order to support adherence to ethical principles, ensures that all reports made under these Rules are reviewed in a safe environment protected against Retaliation. In this context, the following procedures apply to protect any person or persons who, in good faith, report a suspected ethical violation:
1. Confidentiality – The identity of the Whistleblower will not be disclosed without their consent. Access to identifying information will be granted only to authorized individuals to the extent necessary to conduct the investigation.
2. Prevention of Retaliation – Any form of Retaliation against Whistleblowers acting in good faith is strictly prohibited. Retaliation includes dismissal, revocation of authority, reassignment, discrimination, exclusion, threats, or any other adverse actions.
3. Protection Request – If a Whistleblower believes they have been subjected to Retaliation, they may report the matter again to the Corporate Compliance Team. Such reports will be handled confidentially and given priority.
4. Investigation and Sanctions – Allegations of Retaliation will be examined independently and impartially. Disciplinary measures will be applied against those found to have engaged in Retaliation; where necessary, disciplinary penalties may be imposed, their contracts may be terminated, or legal action may be pursued.
5. Good Faith Reporting Assurance – Even if unfounded, all reports made without malicious intent are protected. However, individuals who knowingly provide false or misleading information may be subject to disciplinary measures as well as legal, administrative, and criminal proceedings.
These procedures aim to strengthen MGA’s culture of open communication and commitment to ethical values.
Political Activities
The Supplier is obliged to act in accordance with the principle of political neutrality in all activities carried out within the scope of its business relationship with MGA.
The Supplier may not make political statements, participate in political campaigns, propaganda, or similar activities on behalf of MGA or within the scope of any activity that may be associated with MGA, nor may it directly or indirectly use MGA’s name, brand, resources, or reputation in connection with such activities.
The Supplier’s employees and representatives are required to clearly separate their personal political activities from their business relationship with MGA and from any activities carried out within this scope. Even the appearance of any association with MGA may be considered a violation under this provision.
In the event of any breach of these obligations, MGA reserves the right to apply the necessary sanctions under the relevant agreements and to terminate the business relationship.
2.4 PROTECTION OF PERSONAL DATA
MGA’s approach to Personal Data is based on the principles of transparency, security, legal compliance, and accountability. Within this scope, the Supplier is obliged to ensure full compliance with all applicable national and international data protection laws and regulations, as well as relevant policies and procedures, regarding any Personal Data accessed or processed within the framework of its business relationship with MGA.
The Supplier is responsible for implementing all necessary technical and administrative measures to ensure the confidentiality and security of Personal Data, applying appropriate safeguards against unauthorized access, data loss, or data breaches, and processing Personal Data solely for the specified purposes.
The Supplier is also responsible for ensuring that Personal Data is accessible only to authorized personnel, that such personnel comply with their confidentiality obligations, and, where applicable, that its subcontractors comply with the same obligations.
In the event of any data breach or security vulnerability, the Supplier shall notify MGA without undue delay and provide all necessary cooperation to minimize the impact of the incident. MGA reserves all rights arising from the existing agreements between the parties.
2.5 PROTECTION OF CONFIDENTIAL INFORMATION
The Supplier is responsible for protecting all confidential and proprietary information accessed or learned during the performance of the services. This obligation shall continue even after the termination of the business relationship. Confidential Information may only be disclosed where knowledge of such information is strictly necessary in connection with the relevant work and only to authorized persons. Disclosure is otherwise permitted only where explicitly required by applicable laws and regulations or upon the request of competent legal or administrative authorities.
In line with the principle of fair competition, the Supplier undertakes not to unlawfully obtain, accept, or use any Confidential Information belonging to third parties, including competitors. The Supplier is obliged to use Confidential Information solely within the scope of MGA’s lawful and legitimate activities, not to disclose such information to unauthorized persons, and to implement all necessary technical, administrative, and physical measures to ensure the security of Confidential Information. The Supplier is also responsible for ensuring that its personnel involved in such activities act consciously and responsibly in this regard. MGA reserves all rights arising from the existing agreements between the parties.
2.6 COMPLIANCE WITH LAWS, CONTRACTUAL OBLIGATIONS, CORPORATE POLICIES, AND PROCEDURES
The Supplier is obliged to act in a manner that respects contractual obligations and does not undermine the trust of MGA and other business partners within the scope of its business relationship with MGA. The Supplier is responsible for complying with the obligations set forth in the agreements concluded with MGA to the extent relevant to the services or activities undertaken.
The Supplier is also obliged to comply with all applicable laws, regulations, and relevant legislation in all jurisdictions where it operates, as well as with MGA’s corporate policies and procedures shared with the Supplier.
2.7 KNOW YOUR COSTUMER (KYC) PROCESS
The Supplier acknowledges that it is subject to Know Your Customer (KYC), Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), and other related compliance processes conducted within the framework of MGA’s Ethics and Compliance standards.
Within this scope, the Supplier is obliged to provide all information and documentation requested regarding its identity, corporate structure, ownership structure, and activities accurately, completely, and up to date throughout the establishment and continuation of its business relationship with MGA.
The Supplier undertakes the accuracy of the information and documents provided and is obliged to notify MGA without undue delay of any changes to such information.
Within the scope of risk assessments conducted by MGA, additional information and documents may be requested depending on the Supplier’s risk profile. The Supplier is obliged to respond to such requests within a reasonable period and provide the necessary cooperation.
In cases assessed as high risk, Enhanced Due Diligence (EDD) processes may be applied by MGA. The Supplier is obliged to comply with any additional controls and verification processes requested within this scope.
The Supplier is required to act in full cooperation with MGA during reviews conducted within the scope of KYC, AML, and related compliance processes, and to promptly notify MGA of any suspicious circumstances or transactions. In the event of non-compliance with these obligations, MGA reserves the right to apply the necessary sanctions under the relevant agreements and to suspend or terminate the business relationship..
2.8 COMPLIANCE WITH COMPETITION LAW
The Supplier is obliged to act in compliance with applicable competition laws and related regulations in all countries where it operates. Any agreements or practices that restrict competition or unreasonably restrain trade are prohibited.
The Supplier undertakes not to enter into any agreement, arrangement, or coordination with MGA’s competitors or other third parties that may directly or indirectly prevent, distort, or restrict competition, including but not limited to price fixing, market sharing, or customer or supplier restrictions.
The Supplier may not use or disclose commercially sensitive information obtained within the scope of its business relationship with MGA in a manner that restricts competition or share such information with third parties. The Supplier is obliged to notify MGA without undue delay of any situation that may constitute a violation of competition law. In the event of non-compliance with these obligations, MGA reserves the right to apply contractual sanctions and terminate the business relationship.
2.9 UNFAIR COMPETITION
The Supplier is obliged to act in accordance with the principles of fair trade within the scope of its business relationship with MGA and to refrain from any conduct aimed at obtaining an advantage through anti-competitive or unlawful means.
Without limitation, the Supplier shall not:
• Make misleading, false, or unverified statements,
• Make direct or indirect derogatory statements about competitors,
• Attempt to gain advantage through false or misleading comparisons,
• Unlawfully obtain or use competitors’ trade secrets or confidential information,
• Participate in agreements, practices, or coordinated actions that prevent, distort, or restrict competition.
In the event of any breach of these and similar obligations, MGA reserves the right to apply contractual sanctions and terminate the business relationship.
2.10 ANTI-BRIBERY AND ANTI-CORRUPTION
The Supplier is obliged to ensure full compliance with all applicable anti-corruption and anti-bribery laws and regulations within the scope of its business relationship with MGA. No material or non-material benefit of any kind may be directly or indirectly offered, promised, or provided to public officials or any person designated by them for the purpose of obtaining an improper business advantage. Within this scope, it is prohibited to offer or accept any payment, gift, hospitality, loan, employment opportunity, investment opportunity, or similar benefit intended to secure an improper advantage.
All interactions with public institutions and public officials must be conducted in compliance with the applicable legislation, and any conduct that could be considered bribery or corruption must be strictly avoided. The Supplier is responsible for ensuring that its employees, representatives, and subcontractors also comply with these rules. In the event of any breach of such obligations, MGA reserves the right to apply contractual sanctions and immediately terminate the business relationship.
2.11 PREVENTION OF MONEY LAUNDERING (AML) ACTIVITIES
The Supplier is obliged to ensure full compliance with all applicable national and international anti-money laundering (AML) laws and regulations within the scope of its business relationship with MGA. In this context, the Supplier is expected to conduct its activities using a risk-based approach and to exercise the necessary care and diligence with respect to high-risk transactions or business relationships.
Within the scope of its activities conducted in connection with its business relationship with MGA, the Supplier is obliged to identify suspicious, unusual, or complex transactions and to notify MGA of such situations without undue delay.
In addition, upon request, the Supplier must provide full cooperation in any review or audit processes carried out by MGA and submit all required information and documentation completely and accurately.
In the event of any breach of these obligations, MGA reserves the right to apply contractual sanctions and terminate the business relationship.
2.12 EVENTS AND GIFTS, DONATIONS, SPONSORSHIPS, AND MEMBERSHIPS
The Supplier is obliged to act in accordance with the principles of integrity, transparency, and reasonableness in relation to gifts, donations, sponsorships, event invitations, and similar practices within the scope of its business relationship with MGA. Such practices must not be intended to influence decision-making processes or create the appearance of doing so.
Gifts, hospitality, or similar benefits may only be offered or accepted for the purpose of developing business relationships, provided that they are reasonable in value and infrequent in nature. Under no circumstances may cash or cash equivalents be offered or accepted.
No gifts, hospitality, or event invitations may be offered or accepted during active proposal, tender, or contract negotiation processes. Likewise, it is prohibited to offer or request any gift or benefit for the purpose of obtaining an improper advantage.
The Supplier is obliged to respect the gift and hospitality policies applicable to MGA Employees and not to make any offer or engage in any practice that would violate such policies. In the event of any breach of these obligations, MGA reserves the right to apply contractual sanctions and terminate the business relationship.
2.13 CONDUCTING BUSINESS FAIRLY AND ETHICALLY
The Supplier is obliged to act fairly, honestly, and in compliance with ethical principles in all activities carried out within the scope of its business relationship with MGA. All information and statements used in sales, marketing, and promotional activities must be accurate, clear, and not misleading.
It is acknowledged that any unethical, unlawful, or unfair conduct may result in serious legal, criminal, and administrative sanctions, and therefore strict compliance with all applicable laws and regulations is mandatory.
2.14 ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE (ESG) AND SUSTAINABILITY
MGA aims to reduce the harmful environmental impacts of its business activities, promote the efficient use of resources, and encourage environmentally friendly practices. In this regard, the Supplier is expected to conduct its activities with due consideration for environmental impacts and to act in accordance with sustainability principles.
Within the scope of its activities, the Supplier should make efforts to minimize energy and natural resource consumption, reduce waste generation and greenhouse gas emissions, and support recycling practices. Compliance with applicable national and international environmental legislation is mandatory.
As part of social responsibility, it is essential to respect employee rights, provide a fair, safe, and inclusive working environment, and adopt a zero-tolerance approach against discrimination and harassment.
In terms of governance, the Supplier is expected to act in accordance with the principles of transparency, accountability, and ethics, and to conduct its business processes with open communication and a sense of responsibility. The Supplier shall cooperate in the monitoring, evaluation, and, where necessary, improvement of its sustainability-related activities..
2.15 SANCTIONS AND EXPORT CONTROLS
For MGA, full compliance with economic sanctions and export controls (“Sanctions”) imposed by the Republic of Türkiye, the United Nations (“UN”), the United States of America (“US”), the European Union (“EU”), and other relevant jurisdictions in all business activities is a fundamental principle.
MGA adopts full compliance with applicable sanctions and export controls in all markets in which it operates as a core principle. In this context, the standards set out below form an integral part of MGA’s Ethics and Compliance Rules, and Suppliers are required to comply with these Rules fully and without exception.
In addition, Suppliers are obliged to comply with all applicable national and international sanctions regimes, export control regulations, and related legislation throughout their business relationship with MGA. This obligation covers not only direct activities, but also indirect transactions, subcontractors, and all parties involved within the scope of the business relationship.
In the event that any non-compliance with these Rules is identified, MGA reserves the right to apply the necessary contractual sanctions and to suspend or terminate the business relationship.
Sanctions and Export Control Regulations imposed by governments and international organizations may restrict the transfer or provision of certain goods, services, technologies, information, and technical data. Such restrictions may take the form of comprehensive or sectoral embargoes imposed against certain countries, entities, or individuals for political, military, economic, or social reasons.
As a globally operating organization, MGA is committed to taking all necessary measures to effectively manage risks arising from sanctions and export controls.
Sanctions Targets
The following persons and entities, including but not limited to, shall be considered as Sanctions Targets:
• Natural or legal persons who are direct targets of sanctions [for example, those listed on the Specially Designated Nationals and Blocked Persons (“SDN”) List published by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)];
• Persons, companies, and entities deemed to be engaged in activities contrary to the national security, foreign policy, or economic interests of the United States [as listed on the Entity List published by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”)];
• Entities directly or indirectly owned or controlled 50% or more by such persons — in accordance with both the OFAC 50 Percent Ownership Rule and the BIS Affiliates Rule (effective September 2025) — are deemed subject to the same sanctions and export control restrictions.
• Countries subject to embargoes as of the current policy date (for example, Iran, Cuba, North Korea, Syria, the Russian Federation, and certain regions of Ukraine);
• Persons residing in, or companies incorporated in, countries under embargo;
• Persons or entities owned or controlled by, or acting as representatives of, governments of embargoed countries or the Government of Venezuela.
(Embargo and sanctions programs are dynamic, and the contents of the lists may change over time. Regular monitoring of the current status is mandatory.)
Scope of EU and U.S. Sanctions
EU sanctions apply to:
• All transactions carried out within EU territory (including its airspace),
• Aircraft and vessels under the jurisdiction of EU member states,
• Transactions conducted by EU nationals (regardless of location),
• Companies established under EU law (including branches in third countries),
• All transactions taking place wholly or partly within EU borders.
U.S. sanctions apply to:
• U.S. citizens, permanent residents, and all persons located in U.S. territory,
• U.S.-incorporated companies and their foreign branches,
• Foreign entities owned or controlled by U.S. persons,
• The export or re-export of goods containing U.S.-origin products to third countries,
• In some cases, even to entirely non-U.S. persons or companies engaging in transactions with embargoed countries if the products contain U.S. content.
U.S. sanctions may apply even to foreign companies in certain transactions — for example, those involving Iran or Cuba — if the transaction contains U.S.-origin content (such as software, technology, or materials), which is generally subject to a de minimis threshold of 10% or 25% depending on the destination country, or if payment is made in U.S. dollars.
Prohibited Activities and Compliance Process
The direct or indirect trade of products and services provided by MGA with Sanction Targets or Embargoed Countries is strictly prohibited. Within this scope:
- Before entering into any business relationship with a potential customer, supplier, or Business Partner, the Supplier is obliged to determine whether such party is included in any sanctions lists and to identify its ownership structure, as well as to effectively carry out the KYC Process described above.
- For this purpose, official sources providing access to up-to-date sanctions lists of the European Union, the United States, the United Kingdom, and other relevant jurisdictions (such as sanctionsmap.eu, OFAC SDN Search, and gov.uk sanctions lists), as well as commercial screening solutions where necessary, should be used.
- If there is any person or entity benefiting from the agreement other than the contractual counterparty, such party must also be screened against applicable sanctions lists.
- Ensuring full compliance with all applicable Sanctions, Export Controls, and other related regulations in all countries where MGA operates is of critical importance. In this regard:
- Unless the necessary arrangements have been made, ownership analysis has been clarified, and relevant licenses have been obtained, no activity that may violate Sanctions or Export Control Regulations may be initiated or continued. Record-keeping (including documentation and traceability) is mandatory throughout all processes, and structured records must be maintained for audits, legal reviews, or compliance inspections.
- If any non-compliance or risk is identified during due diligence activities, the relevant transaction or activity must be immediately suspended.
Due Diligence and Risk Assessment
The Supplier is required to conduct due diligence screening against applicable sanctions lists in order to determine whether any customer, supplier, or business partner is a Sanction Target before entering into an ongoing business relationship with such party. This process must be carried out not only at the beginning of the relationship, but also periodically throughout the duration of the business relationship.
If, at any time, the relevant departments identify any violation, suspicion, or indication of risk relating to sanctions, export controls, or other compliance areas, a decision must be made to conduct Enhanced Due Diligence (EDD) or the relevant activity must be immediately suspended.
Contractual Measures
The Supplier shall ensure that all counterparties are informed of these Rules and that the necessary Compliance provisions are incorporated into all agreements concluded with business partners. In the event of any violation of the Rules, MGA reserves the right to terminate the relevant agreement or apply any other appropriate sanction.