20 17

Corporate Governance Report

For the nine month period ended 31 December 2017

1 Contents

Introduction 5

Compliance with the QFMA Corporate Governance Code 7

Board of Directors 8

Executive Management Team 19

Our Shareholders 21

Internal control and risk management 26

Conflict of Interest and Insider Trading 27

Litigation and Disputes 28

Disclosure obligations 28

Corporate Social Responsibility 28

Appendix A - Corporate Governance Checklist 30

2 3 Introduction

Dear Shareholders, In line with the Qatar Financial Markets Authority requirements and in particular the new Governance Code for Companies and Legal Entities Listed on the Main Market issued in November 2016 (the “QFMA Corporate Governance Code”), I am pleased to present the Vodafone Qatar Corporate Governance Report for the nine-month period ended 31 December 2017. The Board is committed to implementing the governance principles set out in the QFMA Corporate Governance Code, namely justice and equality amongst all stakeholders without discrimination among them on the basis of race, gender, and religion, transparency, disclosure and providing information to the QFMA and stakeholders at the right time and in the manner that enables them to make decisions and undertake their duties properly. The principles also include upholding the values of corporate social responsibility and providing for the public interest of Vodafone Qatar and its stakeholders over their personal interest as well as performing duties, tasks and functions in good faith with integrity, honour and sincerity and taking the responsibility arising therefrom to the stakeholders and society. Over the past year, Vodafone Qatar has taken steps to bring its corporate governance in line with the QFMA Corporate Governance Code and continues to take steps to ensure that the highest standards of corporate governance and best practice are applied. We consider this critical to our business integrity and to maintain investors’ trust. All executive committee members, leadership team members, staff and suppliers are required to act with honesty, integrity and fairness and therefore demonstrate the principles of the QFMA Corporate Governance Code of transparency, responsibility, justice and equality. Our business principles set out the standards that we set ourselves and are designed to ensure we continue to operate lawfully and with integrity and respect. A comprehensive and robust corporate governance framework and processes help to ensure the Company operates in a responsible and transparent manner that is in the best interests of the Company, its shareholders and other stakeholders and which increases the confidence of investors. It is the responsibility of the Board of Directors to oversee the management of the Company and we are confident that the Board of Directors and the Executive Management team of Vodafone Qatar have the appropriate governance policies and procedures in place to ensure that the Company operates in the best interests of shareholders.

Abdulla Bin Nasser Al Misnad Chairman

4 5 Compliance with the QFMA Corporate Governance Code Vodafone Qatar has endeavoured and continues to take steps to align its policies and practices with the requirements of the QFMA Corporate Governance Code as well as international governance principles. In order to comply with the QFMA Corporate Governance Code, Vodafone Qatar has amended its Articles of Association to reflect the relevant requirements set out in the QFMA Corporate Governance Code and is currently in the process of amending its other policies, including its Governance Charter and Board Charter, to achieve this objective. Appendix A to this report sets out the status of Vodafone Qatar’s compliance with the provisions of the QFMA Corporate Governance Code and provides an explanation in respect of any of the provisions that the Company believes are not currently consistent with the QFMA Corporate Governance Code. Where relevant, Vodafone Qatar will endeavour to take the necessary actions to ensure any areas of current non-compliance are addressed before the QFMA Corporate Governance Code comes in effect in May 2018.

6 7 Board of Directors: Board meetings are structured other commitments are provided are independent members and the to facilitate open discussion and with all the information relevant majority are non-executive Board participation by all Directors in for such meetings and are able to members. Role of the Board of Directors (c) is accountable to shareholders Board Meetings matters relating to strategy, trading discuss issues arising in the meeting and financial performance and with the Chairman and/or the Chief The Company’s Board of Directors for the proper conduct of the was elected by the Annual General The Board is responsible for the business; and Article 36 of Vodafone Qatar’s Articles risk management. All substantive Executive Officer and may elect to overall business strategy of Vodafone of Association states the Board of agenda items have comprehensive appoint a proxy for voting purposes. Assembly of Shareholders for a term Qatar and for ensuring that a high (d) is responsible for ensuring the Directors will meet at least six times supporting briefing material which is of three (3) years expiring on 25 July standard of governance is adhered to effectiveness of and reporting per year and that no more than three circulated to all Directors in advance Board Composition 2019. The current Board of Directors as of 31 December 2017 comprises throughout the business. The Board: on the Company’s system of months shall go by without the Board of each meeting. In compliance with Article (6) of the corporate governance. holding a meeting which is in line nine (9) members as follows: (a) has ultimate responsibility for Directors who are unable to attend QFMA Corporate Governance Code, a with the requirement set out under third of the Board of Vodafone Qatar the management, direction and Vodafone Qatar’s Board Charter Article (14) of the QFMA Corporate a particular Board meeting due to performance of Vodafone Qatar; which provides the Board’s Governance Code. Vodafone Qatar responsibilities in more detail holds additional Board meetings (b) is required to exercise sound is available online (www.vodafone.qa). Name Position Date Appointed Representing and objective judgement on all throughout the year as and when required and held a total of six corporate matters independent Chairman meetings during the nine-month H.E. Mr. Abdulla Bin Nasser from executive management; Non-Executive, 25/07/2016 All shareholders period ended 31 December 2017 as Al Misnad indicated in the table below. Independent

Vice Chairman H. E. Akbar Al Baker Non-Executive, 25/07/2016 All shareholders Board Attendance Independent Members

Dates of Board 30 January 5 April 17 May 27 July 19 September 25 October Mr. Rashid Fahad Al Naimi Non-Executive 23/06/2008 Vodafone & Qatar Foundation LLC Meeting 2017 2017 2017 2017 2017 2017 Non-Executive Mr. Nasser Jaralla Al Marri 25/07/2016 All shareholders H.E. Mr. Abdulla Bin Nasser Independent Al Misnad √ √ √ √ √ Mr. Nasser Hassan Al Naimi Non-Executive 07/11/2016 Vodafone & Qatar Foundation LLC H. E. Akbar Al Baker √ √ √ √ √ CEO of Vodafone Mr. Ian Gray 01/12/2015 Vodafone & Qatar Foundation LLC Qatar Executive Mr. Nasser Hassan Al Naimi √ √ √ √ √ √ Mr. Vivek Badrinath Non-Executive 25/10/2016 Vodafone & Qatar Foundation LLC Mr. Nasser Jaralla Saeed Al Marri √ √ √ √ √ Mr. John Otty Non-Executive 28/01/2015 Vodafone & Qatar Foundation LLC Mr. Vivek Badrinath √ √ √ √ √ √ Mr. Gianluca Ventura Non-Executive 26/07/2016 Vodafone & Qatar Foundation LLC Mr. John Otty √ √ √ √ √ √

Mr. Gianluca Ventura √ √ √ √ √ √

Mr. Ian Gray √ √ √ √ √ √

Mr. Rashid Al Naimi √ √ √ √ √ √

8 9 H.E. Mr. Abdulla Bin Nasser Al Misnad Mr. Rashid Fahad Al-Naimi Mr. Nasser Hassan Al-Naimi Shares held in Vodafone Qatar as of 31 December 2017: Shares held in Vodafone Qatar as of 31 December 2017: Shares held in Vodafone Qatar as of 31 December 2017: 0 shares 0 shares 0 shares Mr. Abdulla Al Misnad is the Chairman of the Al Misnad As the CEO of Investments at the Qatar Foundation for As Chief of Investment, Research and Development at Company having its roots in the private sector business Education, Science and Community Development, Mr. Qatar’s Ministry of Defense, Nasser Hassan Al-Naimi since the 1950’s. Rashid Al-Naimi is responsible for investment portfolios oversees local and international investments in various and long-term investment policies. He is also the residing areas, including mergers and acquisitions. He also Mr. Abdulla Al Misnad is a prominent and active Chairman of MEEZA and Mazaya Qatar, and a Board provides executive support to the office of H.E. the businessman in Qatar who is the Founder and Chairman Member representing Qatar Foundation across numerous Minister of State for Defense Affairs. of the Board of Qatari Investors Group a publicly listed companies, including Vodafone Qatar P.Q.S.C. share holding company. On behalf of the Ministry, Mr. Al-Naimi is CEO of Barzan Mr. Al-Naimi has an outstanding record of delivering Holdings, a wholly owned subsidiary of the Ministry The following are some of the positions presently held by successful restructurings that continuously improve of Defense, and a Board member of several direct Mr. Al Misnad: shareholder value. In 2015, he was honoured by the Arab investments held by the Ministry of Defense. In his • Al Misnad LLC – Chairman Economic Forum with the “Achievement in Leadership private capacity, he is a Board Member of Artan Holding, Award”. Prior to joining the Qatar Foundation, Mr. Al- a Qatari Holding Company which owns and manages a • Qatari Investors Group – Chairman Naimi was the Manager of Human Resources for RasGas varied portfolio of companies in industries ranging from Company Limited. education to real estate. Mr Al-Naimi also co-founded • Al Khaliji Bank – Vice Chairman a fund named MKaNN Ventures which invests in early- Education stage technology companies. H. E. Mr. Akbar Al Baker • MBA - University of Oxford (United Kingdom) Education Shares held in Vodafone Qatar as of 31 December 2017: 0 shares • BSc, Economics – Indiana State University • MA, Strategic Management (United States) As Group Chief Executive of Qatar Airways, Mr. Akbar Al • BSc, Business Management Baker has shaped the company into one of the fastest growing and most highly acclaimed airlines in the Mr. Nasser Jaralla Al Marri Mr. Vivek Badrinath world. Prior to his appointment in 1997, the airline only operated four aircraft in a regional capacity. Today, it flies Shares held in Vodafone Qatar as of 31 December 2017: Shares held in Vodafone Qatar as of 31 December 2017: over 200 aircraft to more than 150 destinations across 250 shares 0 shares six continents. In recognition of his leadership, former French President, François Hollande, awarded him the Mr. Nasser Al Marri has served as Chairman of the Mr. Vivek Badrinath joined Vodafone Group Plc as CEO of Legion of Honour in 2015. Financial Affairs Authority at the General Headquarters AMAP in October 2016 and is a member of the Vodafone of the Qatar Armed Forces since 2016. Previously, he was Group Plc Executive Committee. He is responsible for In August 2017, H.E. Mr. Akbar Al Baker, was announced CFO of Marafeq Qatar, a subsidiary of Qatari Diar, after Vodafone Group’s operations in the Vodacom Group, as the Chairman of the Board of Governors (BoG) of years spent as Director of Business Development and India, Australia, Egypt, Ghana, Kenya, Qatar, New Zealand prestigious global aviation industry body International Investment Promotion in the Ministry of Economy and and Turkey. Air Transport Association (IATA), coming in to effect June Commerce. 2018. Mr. Al Baker is also the Chairman of the Executive Prior to that, he was the Deputy Chief Executive at the Committee of the Arab Air Carriers Organisation (AACO) Other roles include serving as Finance Director for the international hospitality group AccorHotels where he was and is a non-executive Director of Heathrow Airport Qatar National Food Security Programme and National responsible for marketing, digital solutions, distribution Holdings (HAHL) - the company responsible for the Human Rights Committee. He was Vice Chairman of and information systems. He was previously Deputy running and development of the UK’s largest airport. Qatar Steel International Company and a Board Member Chief Executive with Orange and has a long career in of Qatar Mining Company. Today, he serves as a Board telecommunications and technology. Prior roles include A highly motivated individual, Mr. Al Baker has been Member of Masraf Al Rayan Bank and is Chairman of Al Executive Director responsible for Orange's Business a successful businessman in Doha for more than 25 Services division, leadership of Orange's Global Networks years, holds a private pilot license, and is also GCEO of Rayan Investment Company. and Operators Division and Chief Technology Officer for several divisions of Qatar’s national airline – these being Education Qatar Executive, Hamad International Airport, Qatar Orange's mobile activities. Aviation Services, Qatar Aircraft Catering Company, Qatar • MSc, Accounting and Financial Science – Education Distribution Company, Qatar Duty Free and Internal Media Southampton University (United Kingdom) Services. • MSc, Engineering, Telecom Paris Tech (France) • BA, Business Administration – Qatar University Education (Qatar) • Engineering Degree Applied Mathematics – École Polytechnique (France) • BA, Economics and Commerce 10 11 Mr. John Otty Mr. Ian Gray OBE Board Achievements Shares held in Vodafone Qatar as of 31 December 2017: Chief Executive Officer (CEO) Please refer to the Board of Director’s 0 shares Report and the CEO Statement in the Shares held in Vodafone Qatar as of 31 December 2017: Annual Report. After joining Vodafone Group in 1992, Mr. John Otty 0 shares became Regional Finance Director in 2012 for Africa, Board remuneration the Middle East and Asia Pacific. His previous Vodafone Ian Gray has been CEO of Vodafone Qatar since December roles have included Group Technology Financial Director, 2015. Previously, he served as the Vodafone Group’s In line with the requirements for the Interim Chief Financial Officer of Vodafone India and Regional Director for Central and Eastern Europe and as payment of board remuneration as Vodafone plc Group Internal Audit Director. Mr. Otty has Chairman of Vodafone Egypt with a Board position for set out in the Commercial Companies also held Senior Operational Finance roles in the UK, more than 16 years. Law, as no dividends have been paid Australia and the Netherlands. Since 2012, he has served to shareholders, no remuneration Prior to joining Vodafone Group, Ian was CEO of FTSE has been paid to the Board members. as a non-executive Board Member to Vodacom Group, a companies Brown and Jackson and General Cable, a UK- leading African telecoms group. based fixed line and cable TV operator. In January 2017, Independent Advice he was made an Officer of the Most Excellent Order of the Today Mr. Otty holds numerous non-executive Board The Board recognises that there may Director positions within the Vodafone Group including: British Empire (OBE) for his services to international trade relations. be occasions where one or more of Vodafone Qatar (since January 2015), Vodafone Turkey the Directors consider it necessary (since 2014), Vodafone Egypt (since 2012), Ghana Education to seek independent legal and/or Telecommunications (since 2012), Safaricom Kenya financial advice at the Company’s (since 2013), Vodafone India (since 2012) and Vodafone • BSc, Applied Physics - Durham University (United expense. Independent legal and/ Hutchison Australia (since 2009). Kingdom) or financial advice is sought by the Education • FCMA Board as and when it is considered appropriate. • BSc, Electrical Engineering – Cambridge University, Trinity Hall (United Kingdom) Division of Responsibilities Vodafone Qatar maintains a clear Mr. Gianluca Ventura separation between the roles of the Chairman and Chief Executive Officer Shares held in Vodafone Qatar as of 31 December 2017: with a clear division of responsibilities 0 shares as follows: Mr. Gianluca Ventura was appointed Vodafone Group’s (a) the Chairman is responsible Human Resources Director for Africa, the Middle East and for the operation, leadership Asia Pacific (AMAP) in 2013. Previously, he was Human and governance of the Board, Resources Director of Vodafone Southern Europe and ensuring its overall effectiveness; a Director of Vodafone Italy. In May 2017, Mr. Ventura and was also appointed as Human Resources Director for Vodafone Group Commercial in tandem with his role as (b) the Chief Executive Officer the Human Resources Director for the AMAP region. is responsible for the management of the business Mr. Ventura first joined Vodafone Group in 2003 as Head and implementation of the of Human Resources Technology. In 2006, he became Company’s overall strategy and Director of the Group’s Technology department based policy. in Newbury. Previously he worked for L’Oréal in Italy as Human Resources Director. Company Secretary Education The Company Secretary acts as secretary to the Board and sub- • MA, International Management - Esade (Spain) committees of the Board and, with the consent of the Board, may • BA, Bocconi University (Italy) delegate responsibility for the administration of both the Audit and Remuneration committees to other

12 13 suitably qualified staff. The Company (h) safekeeping the Board Secretary is responsible for: members’ acknowledgments Board Member Position Board Member Type of not combining prohibited (a) recording the minutes of the positions pursuant to the Law Mr. Rashid Fahad Al-Naimi Chairman Vodafone and Qatar Foundation LLC & Non-Executive Board meetings setting out and the provisions of the QFMA Mr. Nasser Al Marri Member Independent & Non-Executive names of the attending and Corporate Governance Code. absent members and the meeting discussions and noting The appointment or removal of the Mr. John Otty Member Vodafone and Qatar Foundation LLC & Non-Executive members’ objections to any Company Secretary is a matter for decision issued by the Board; the Board as a whole. The current Article 18.3 of the QFMA Corporate (e) considering, reviewing and on risk management, taking into Company Secretary of Vodafone Governance Code suggests that following up the External account the Company’s business, (b) recording the Board decisions Qatar is Brett Goschen, Chief a company’s Audit Committee Auditor’s reports and notes market changes, investment in the register prepared for this Financial Officer. Mr. Goschen joined should be comprised of at least on the Company financial trends and expansion plans of purpose as per issuance date; Vodafone Qatar in August 2017 three members, the majority of statements; the Company; (c) recording the meetings held by and has held the role of Company whom should be independent and Secretary since 1 October 2017. Mr. the Chairman of whom shall be (f) reviewing and ensuring accuracy (n) supervising the training the Board in a serial numbered of the disclosed numbers, data programs on risk management register prepared for this purpose Goschen has 30 years of regional independent. Vodafone Qatar’s Board experience and brings a wealth of believes the current composition of and financial statements and prepared by the Company and and arranged as per the holding all information submitted to the their nominations; date setting out names of the financial acumen to Vodafone Qatar the Audit Committee is appropriate as a certified chartered accountant. General Assembly; attending and absent members, for its effective operation. (o) preparing and submitting Previously as Chief Financial Officer the meeting discussions and the (g) coordinating among the periodic reports about risks and Executive Director for MTN The Audit Committee responsibilities members’ objections, if any; Board, Senior Executive and their management in the Group Limited, Mr. Goschen oversaw include: Management, and the Internal Company to the Board - at a the finance function in 22 operating (d) safekeeping the Board (a) preparing and presenting Controls of the Company; time determined by the Board - countries across the Middle East and meetings’ minutes, decisions, to the Board a proposed including its recommendations, Africa. Mr. Goschen has extensive reports, all Board records and Internal Control system for the (h) reviewing the systems of and preparing reports of certain management experience and has correspondence, and its writings Company upon constitution, financial and Internal Control risks at the request of the Board held a range of diverse executive in paper and electronic records; and conducting periodic audits and risk management; and / or the Chairman; roles for organisations such as MTN whenever necessary; (e) sending to the Board members Nigeria Communications Limited, (i) conducting investigations (p) implementing the assignments and participants (if any) MTN Ghana, Autopage Cellular and (b) setting the procedures of in financial control matters of the Board regarding the the meeting invitations Digicel. contracting with and nominating requested by the Board; Company’s Internal Controls; accompanied with the agenda External Auditors, and ensuring Board Committees (j) coordinating between the at least one week prior to the their independence while (q) engaging with the External meeting specified date, and Internal Audit Unit in the Auditor and Senior Executive Vodafone Qatar currently has an performing their work; receiving members’ requests Company and the External Management regarding Audit Committee, Remuneration to add an item or more to the (c) overseeing the Company’s Auditor; risk audits with a focus on Committee and Nomination agenda with submission date; Internal Controls following the appropriateness of the Committee, each of which is (k) reviewing the financial and review by the External Auditor’s accounting decisions and operated in accordance with a accounting policies and (f) making full coordination to ensure compliance with estimates, and submitting them specific and detailed Terms of procedures of the Company between the Chairman and the the implementation of the to the Board to be included in Reference approved by the Board. and expressing an opinion and members, among members best International Standards the annual report; themselves, as well as between recommendation to the Board Members of the Board committees on Auditing and preparing the on this regard; the Board and the Related financial reports in accordance (r) assessing the Company’s Parties and Stakeholders are not remunerated separately for with International Financial (l) reviewing the Company’s processes to comply with in the Company including membership of each committee. Reporting Standards (IFRS / IAS) dealings with Related Parties, Vodafone Group Governance shareholders, management, and Audit Committee and (ISA) and their requirements; and making sure such dealings requirements with regard to employees; are subject to and comply with applicable laws, regulations, The Audit Committee of Vodafone (d) overseeing and reviewing the the relevant controls; Code of Business Conduct and (g) enabling the Chairman and the Qatar consists of the following accuracy and validity of the Ethics; members to have timely access members who have the necessary financial statements and the (m) developing and reviewing to all Information, documents, expertise to fulfil the responsibilities yearly, half-yearly and quarterly regularly the Company’s policies and data pertaining to the of the committee: reports; Company; and

14 15 (s) reviewing and monitoring the procedures by which the Committee Attendance Board Member Position Board Member Type Company complies with the Members 17 May 23 August 25 October Vodafone Group Governance Dates of Audit H.E. Mr. Akbar Al Baker Member Independent & Non-Executive Committee Meeting 2017 2017 2017 requirements in respect of: (a) the Mr. Nasser Al Naimi Member Vodafone and Qatar Foundation LLC & Non-Executive receipt, retention, and treatment Mr. Rashid Fahad Al-Naimi √ √ √ of complaints received by the Mr. Vivek Badrinath Member Vodafone and Qatar Foundation LLC & Non-Executive Company regarding accounting, Mr. Nasser Al Marri √ √ √ internal accounting controls Mr. Gianluca Ventura Member Vodafone and Qatar Foundation LLC & Non-Executive or auditing matters; and (b) Mr. John Otty √ √ the confidential, anonymous Article 18.2 of the QFMA Corporate submission by employees Attendance of concerns regarding any Vodafone Qatar is non-compliant by the Company’s independent Governance Code requires that a Committee Members accounting or auditing matters; with Article 18 (Board Committees) internal audit function and formally company’s Remuneration Committee of the QFMA Corporate Governance reported to the Audit Committee on be comprised of at least three Board Date of Remuneration 14 May 2017 (t) reviewing reports and Code as the Audit Committee is a bi-annual basis. Notwithstanding members. The committee comprises Committee Meeting disclosures of significant not chaired by an Independent same, Vodafone Qatar will undertake of four members one of whom is an H.E. Mr. Akbar Al Baker conflicts of interest; and Board Member and the majority to review the frequency of the Audit independent member. of the Committee Members are Committee meetings to align more Mr. Nasser Al Naimi (u) overseeing the activity and not Independent Board Members. closely with the requirements of the The purpose of the Remuneration √ credentials of the Company’s Vodafone Qatar intends to review the QFMA Corporate Governance Code. Committee is to determine and Mr. Vivek Badrinath internal auditors, including the structure of the Audit Committee have oversight of the Company’s √ review of the Internal Audit and make any necessary changes The main recommendations of the remuneration policy and principles, Mr. Gianluca Ventura √ Terms of Reference, plans, in advance of the coming into force Audit Committee to the Board of in particular, as they apply to Board resource requirements, staffing of the QFMA Corporate Governance Vodafone Qatar in 2017 were as Members and Senior Executive and organizational structure, Code in May 2018. Vodafone Qatar follows: Management. The Remuneration The main recommendations put (e) the personal performance ensuring consistency and Committee is responsible for: forward to the Board were as follows: multipliers and long term is also non-compliant with Article (a) Approval of 2017/18 risk based compliance with the Vodafone 19 (Committees’ Work) of the QFMA incentive proposals in respect of audit plan; (a) setting the Company’s (a) the proposed salary increases for Internal Audit methodology and Corporate Governance Code as only Executive Committee members, remuneration policy yearly Executive Committee members, approach. three (3) Audit Committee meetings as noted in the Committee (b) Approval of the company’s including the way of identifying on the basis presented to the took place during 2017. However, Papers, be approved; and Article 19 of the QFMA Corporate audited financial statements remuneration of the Chairman Committee, be approved; the Company believes that bi-annual Governance Code requires the Audit for the financial year ended and all Board Members. (f) the long term incentive scheme meetings of the Audit Committee, (b) the framework for the Company’s Committee of a listed company 31 March 2017, together with The Board members’ yearly awards would be subject to a which take place in advance of the senior management long term to meet at least six (6) times per Auditors report and report of the remuneration shall not exceed vesting period of two years from Company’s reporting of its half year incentive scheme, on the basis year. During the year 2017, the acting Chief Financial Officer; 5% of the Company’s net profit the date of the relevant award and full year results, are sufficient presented to the Committee, be Audit Committee met on three (3) after deduction of reserves, legal to qualifying personnel and not to ensure and maintain robust and (c) Approval of the updated Internal approved with the same to be occasions as follows: deductions, and distribution of otherwise subject to individual effective oversight of the necessary Audit Charter; and applied in respect of FY 18; the dividends (in cash and in performance related criteria. internal audit controls and the kind) to shareholders; and scope of responsibilities of the Audit (d) Approval of 2017/18 half-year (c) the framework for the Company’s The full Terms of Reference for audited financial statements, Global Short Term Incentive Plan Committee outlined above. The (b) setting the foundations of the Remuneration Committee are together with Auditors report. (GSTIP), on the basis presented Audit Committee provides a detailed granting allowances and publicly available on Vodafone to the Committee be approved; report and recommendations The full Terms of Reference for the incentives in the Company, Qatar’s website www.vodafone.qa. directly to the Board at the Board including issuance of incentive Audit Committee is publicly available (d) the Committee recommended Nomination Committee meetings to approve the Company’s on Vodafone Qatar’s website www. shares for its employees. that the Company performance half year and full year financial vodafone.qa. component of the GSTIP Article 18 of the QFMA Corporate The Remuneration Committee met results, which supplements the framework be set at 135.7% in Governance Code requires that the once during 2017 as follows: report provided to the Board by the Remuneration Committee respect of FY 2017 Company company establish and maintain Company’s external auditors. The The Remuneration Committee GSTIP on the basis presented to a Nomination Committee for the Company also adheres closely to the Committee; purposes of having oversight of the the Vodafone Group governance and of Vodafone Qatar consists of the following members who have the nomination and appointment of compliance requirements, which Board members and ensuring the follow international governance best necessary expertise to fulfil the responsibilities of the committee: proper application of formal, rigorous practice and compliance with which and transparent procedures. is continually monitored and tracked 16 17 The current Nomination Committee, as reconstituted following the Board elections that took place in conjunction Executive with the Company’s Annual General Assembly held on 25 July 2016, comprises of the following members who have the necessary expertise to fulfil the Committee’s tasks: Management Team Ian Gray | Chief Executive Officer Board Member Position Board Member Type Shares held in Vodafone Qatar as of H.E. Mr. Abdulla Al Misnad Chairman Independent & Non-Executive 31 December 2017: 0 shares Mr. Rashid Fahad Al-Naimi Member Vodafone and Qatar Foundation LLC & Non-Executive Ian Gray is responsible for the overall creation, implementation, Mr. Gianluca Ventura Member Vodafone and Qatar Foundation LLC & Non-Executive and integration of the long range strategic financial, commercial Mr. Vivek Badrinath Member Vodafone and Qatar Foundation LLC & Non-Executive and operational direction of the Company. Ian Gray also oversees key The formation of the Nomination (e) receiving candidacy requests for (b) approving agreements and internal and external stakeholder Committee is not in accordance the Board membership; contracts in relation to financial engagement to influence the with the requirements of Article 19 transactions; environment in which the Company (Committees’ Work) of the QFMA (f) submitting the list of Board operates by liaising with the Corporate Governance Code. Article membership candidates (c) approving financing structures, Employees, the Board, Vodafone 19 stipulates that the Chairman of to the Board, including its terms, and documents; Group, and key Government entities. recommendations in this regard, He chairs the Company’s operational the Company cannot be a member (d) reviewing Company operations of any committee and the Chairman and sending a copy to the governance framework which Authority; and and activities from a Sharia includes committee oversight of the of the Audit Committee cannot be perspective; a member of any other committee. following: Strategy, Budget, CAPEX (g) submitting an annual report allocation, Commercial Approval, In addition, no meeting of the to the Board including a (e) approving Sharia training Nomination Committee took place to support employees in Trade Review, Brand Review and comprehensive analysis of the Assurance committees. during 2017. Vodafone Qatar will Board performance to identify complying with Sharia standards undertake to review the formation the strengths, weaknesses, and and improving their capabilities; Shaikh Hamad Al-Thani | Chief and operation of the Nominations proposals in this regard. Operating Officer Committee to align more closely (f) preparing a report confirming with the requirements of the QFMA The full Terms of Reference for the the Sharia compliance status of Shares held in Vodafone Qatar as of Corporate Governance Code. Nomination Committee are publicly the Company for inclusion in the 31 December 2017: 5,000 shares available on Vodafone Qatar’s Company’s Annual Report. The Nomination Committee is website www.vodafone.qa. Hamad Al-Thani, as Chief Operating responsible for: Officer, is responsible for the Sharia Advisor oversight of Customer Operations, (a) developing general principles Human Resources, Legal & and criteria used by the General The Company has appointed a Sharia Regulatory and External Affairs. Assembly members to elect the advisor with specialist knowledge and Within the scope of his role, he is fittest among the candidates for expertise in financial transactions responsible for ensuring the success Board membership; with not less than ten (10) years of of our Customer Experience and experience in supervising Islamic Operational Excellence programs, (b) nominating whom it deems fit financial institutions. for the Board membership when embedding best practices within our any seat is vacant; The Sharia advisor has various Human Resources and employee responsibilities and duties in talent management function and (c) developing a succession plan respect of Vodafone Qatar’s Sharia shaping the regulatory environment for managing the Company to compliance including, but not through external stakeholder ensure the speed of a suitable limited to, the following: engagement. alternative to fill the vacant jobs in the Company; (a) approving Sharia aspects of the Company’s Articles of (d) nominating whom it deems Association and by-laws; fit to fill any job of the Senior Executive Management;

18 19 Brett Goschen | Chief Financial Ramy Boctor | Chief Technology Our Shareholders with investors through a planned Officer Officer programme of investor relations Disclosure activities and disclosures throughout Shares held in Vodafone Qatar as of Shares held in Vodafone Qatar as of the year including (but not limited 31 December 2017: 0 shares 31 December 2017: 0 shares Vodafone Qatar conforms to all to): Brett Goschen heads the Financial Ramy Boctor is responsible for the disclosure requirements of Article 25 of the QFMA Corporate Governance (a) publication of earning releases Operations, Financial Planning, coordination and implementation and Investor presentations of Reporting & Analysis, Supply of the overall technology strategy of Code, providing quarterly financial statements prepared in accordance quarterly, half-year and full-year Chain Management and Business the Company. Ramy Boctor oversees results; Partnering functions of the all aspects of the Design, Planning with International Financial Company. He is responsible for the and Rollout and Optimization of the Reporting Standards (IFRS) to the (b) publication of an Annual Report accounting and disclosure of the Radio and Fixed access network. He is Qatar Stock Exchange (QSE) and of the Company that provides assets, liabilities, financial position also responsible for the Technology Qatar Financial Markets Authority a comprehensive overview of and profit and loss of the Company Security, Service Delivery, and IT (QFMA) within the deadlines the company’s financial and and ensures that the financial functions of the Company. stipulated. business performance for the statements of the Company comply Vodafone Qatar is compliant year; with the local and global accounting Mahmud Awad | Enterprise Business Unit Director with Article 29 of the Corporate (c) hosting of investors and analysts policies. Brett Goschen also oversees Governance Code. Shareholders the Treasury, Investor Relations and calls to coincide with the release Shares held in Vodafone Qatar as of have all the rights conferred upon of the Company’s financial Business Intelligence functions of 31 December 2017: 0 shares them by related laws and regulations the Company. results at which senior executive including the Corporate Governance managers provide an overview Mahmud Awad is responsible Code and the Company’s by-laws. Diego Camberos | Consumer for marketing, sales, and value of business and financial Business Unit Director Further, the Board of Directors performance; management within the enterprise ensures that shareholders’ rights Shares held in Vodafone Qatar as of business unit of the Company. are respected in a fair and equitable (d) hosting of the Annual General 31 December 2017: 0 shares Mahmud Awad leads our overall manner. Assembly meeting which all enterprise strategy to bring to shareholders are invited to Diego Camberos is responsible for market a global portfolio of tailored Vodafone Qatar is compliant attend, actively participate and all commercial marketing, sales, enterprise services and solutions. with Article 32 of the Corporate to exercise their voting rights; and value management within Governance Code; the Company’s the consumer business unit of For Senior Executive Management’s Articles of Association includes (e) ongoing meetings with the Company. Diego Camberos biographies and remuneration, provisions to ensure shareholders institutional investors and coordinates and implements please refer to the Executive have the right to call for a General analysts, attended by the Chief the overall strategy to grow our Management Team section of the Assembly which is convened in a Executive Officer and/or the consumer segments and bring to Annual Report and the Financial timely manner. Shareholders have Chief Financial Officer to discuss market a converged offer for the Statements for the nine-month the right to place items on the the business and financial consumer segment across Mobile period ended 31 December 2017, agenda, discuss matters listed in performance; (Prepaid & Postpaid), Fixed Voice, which are also included in the Annual agenda and to address questions and Broadband Internet, and IPTV. Report. receive answers. (f) disclosure information; Shareholder Relations (g) answering shareholders’ and analysts’ queries and concerns; Vodafone Qatar has a dedicated Investor Relations function and (h) attending ongoing conferences is committed to communicating and roadshows throughout the to shareholders, investors and year; and financial analysts the Company’s (i) updating the Investor Relations strategy, activities and financial and website dedicated to the business performance as permitted Company’s shareholders, by applicable Qatar Stock Exchange investors and analysts. rules and regulations. The Investor Relations function as part of its primary purpose and function acts to maintain an active dialogue

20 21 General Assembly Meeting Chairman and Board Members with biographies of all current Board Shareholder Base by Nationality respect to any items on the agenda members and the Company’s The Company’s Articles of Association of the relevant General Assembly. executive management team. On 31 December 2017, the total number of shareholders in Vodafone Qatar reached 32,764 down from 33,867 as end affirm the right of shareholders to of March 2017. The percentage of shares legally held by Qatari shareholders (being shareholders either citizens or call Annual General Assembly and All shareholders can have access Major Shareholders entities incorporated in Qatar) reached 95% of the Company’s capital issued and paid up share capital (including the Extraordinary General Assembly to the Company’s website www. 45% equity stake held by Vodafone and Qatar Foundation LLC). meetings (AGA and EGA respectively) vodafone.qa to view the agenda and The Company’s major shareholders for the purposes of affording minutes of meetings of the General as at 31 December 2017 holding 5% Shares owned by shareholders from other Arab countries and other nationalities reached 2% and 3% respectively of shareholders the opportunity to Assembly, financial information and above of the Company’s capital the Company’s issued and paid up share capital. discuss and raise questions to the relating to the Company and are as set out in the table below:

2% 3% Name Category Domicile Shares Percent

Vodafone and Qatar Foundation LLC (1) Corporations Qatar 380,430,000 45.00%

Pension Fund - General Retirement and Social Government Qatar 56,593,076 6.69% Insurance Authority

Military Pension Fund - General Retirement Government Qatar 44,178,872 5.23% Authority

Qatar Foundation for Education Science and Corporations Qatar 42,270,000 5.00% Community Development (2) Qatari Total 523,471,948 61.92% 95% Other Nationalities Other Arabs (1) Vodafone and Qatar Foundation LLC owns 45% of the Company’s capital and is itself 51% owned by Vodafone Group and 49% by Qatar Foundation. (2) Accordingly, Qatar Foundation’s ownership interest in the Company (both directly held and indirect through Shareholder base by category Vodafone and Qatar Foundation LLC) totals 27% of the Company’s capital. On 31 December 2017, the percentage of the Company’s issued and paid up share capital retained by corporations reached 62% whilst the percentage retained by Qatar Government and Retail shareholders reached respectively 20 and 18%.

18% 20%

Corporations 62% Retail Qatar Government

22 23 Share Trading Activity Vodafone Qatar - Share Price Vodafone Qatar’s stock is one of the top volume traded stocks on the QSE with a monthly average traded volume of In the nine-month period ended 31 December 2017, Vodafone Qatar’s share price decreased by 14.13% (from QAR 44.7 million shares. 9.34 at 31 March 2017 to QAR 8.02 at 31 December 2017) compared to a17.97% decrease for the QSE index.

(in million) 110

100 300 70 90 250 60 50 80 200 40 70 150 30 60 100 20 50 50 10 0 2 APR 2 MAY 2 JUN 2 JUL 2 AUG 2 SEP 2 OCT 2 NOV 2 DEC 0 0 2017 2017 2017 2017 2017 2017 2017 2017 2017 APR MAY JUN JUL AUG SEP OCT NOV DEC 2017 2017 2017 2017 2017 2017 2017 2017 2017 QSE Index Vodafone Qatar Share Price QSE Traded Volume (left scale) Vodafone Qatar Traded Volume (right scale) Employee Rights Vodafone Qatar’s Board of Directors ensures that all employees are treated equally without any discrimination (in million) whatsoever on the basis of race, gender or religion. Remuneration policy and packages have been established to incentivise employees to perform in the best interests of the Company and retain and reward employees who demonstrate exceptional performance. 7,000 600 Appropriate mechanisms are in place to enable all employees to report known or suspected breaches of Company policies confidentially and without the risk of a negative reaction from other employees or their superiors. 6,000 500 5,000 400 4,000 300 3,000 200 2,000

1,000 100 0 0 APR MAY JUN JUL AUG SEP OCT NOV DEC 2017 2017 2017 2017 2017 2017 2017 2017 2017 QSE Traded Value (left scale) Vodafone Qatar Traded Value(right scale)

24 25 Internal control and effective and timely response (within identifying those aspects of the (f) the risks faced the Company, regulations and International predetermined timeframes) to an business that could be controlled their types, causes and the Financial Reporting Standards (IFRS) risk management emergency or crisis. more effectively. The Internal Audit actions taken in this regard; and and that they fairly represent the team has the independence to financial position and performance of Internal control processes Vodafone Qatar operates a report objectively on any function (g) the suggestions for addressing the Company in all material aspects. / business continuity / risk comprehensive ongoing risk without being constrained by line the violations and mitigating the management management and assessment management through reporting risks. PwC currently holds the position of programme within the business. to the Chair of the Vodafone Group Vodafone Qatar’s External Auditors The Board has overall responsibility In addition, Internal Audit operates The primary objectives are to Audit and Risk Committee and with a and they conduct a full audit at the for internal risk management and in co-operation with and has full balance the risks the business takes secondary reporting line to the Chief end of the Company’s financial year control processes. Vodafone Qatar has access to, the Vodafone Qatar with potential reward, support the Financial Officer of the Company. The and supplement this with a review of implemented a dedicated compliance Audit Committee. As a function achievement of corporate strategy Internal Audit team monitors and the Company’s half-year results. programme in accordance with provided by the Vodafone Group, the and anticipate any future threats. supports key governance structures best practice mandated by the Board considers the Internal Audit Article 23 of the QFMA Corporate The Company believes a vigilant and and activities to ensure ongoing Vodafone Group Plc (“Vodafone Department as being independent Governance Code provides that robust approach to risk management effectiveness. The team also identifies Group”). As part of the compliance from Vodafone Qatar. External Auditors shall be appointed enables informed decision making, and promotes good business programme, Vodafone Qatar applies by the Annual General Assembly provides senior management with practices and reviews the Company’s the policies and processes set forth Vodafone Group’s Internal each year which may be renewed appropriate visibility of relevant financial and accounting policies and in the Vodafone Group Policy Manual Audit activity complies with the for one or more terms provided business risks, defines the level of processes to evaluate and assess any which identifies discrete governance International Standards for the this does not exceed five years risk the Company is willing to take relevant risks in that context. Professional Practice of Internal policies designed to ensure that all and facilitates risk based assurance which is in line with Article 141 of material financial and business risks Auditing from the Institute of Internal Commercial Companies Law No.11 activity. Vodafone Qatar adheres to The Internal Audit Department Auditors. for the Company are identified and the Vodafone Group management provides a detailed report every six of 2015. Vodafone Qatar’s Articles of managed appropriately. programme. On a bi-annual basis, the months to the Audit Committee Article 21 of the QFMA Corporate Association (Article 66) are aligned risk management function reports which includes the following to the Commercial Companies Law The existence and effectiveness of Governance Code prescribes that a to the Audit Committee on the top information: and state that an auditor can be Vodafone Qatar’s internal controls company’s internal audit function 10 risks that the Company believes appointed for a period not exceeding and processes to achieve and should be independent from the would have the greatest impact on (a) procedures of control and five consecutive years. maintain compliance with the day-to-day functioning of the the Company’s strategic objectives, supervision in respect of Vodafone Group governance policies company and suggests reinforcing operating model, viability or financial affairs, investments, Conflicts of Interest is primarily the responsibility of this independence by having the reputation. These risks, plus relevant and risk management; Vodafone Qatar’s management and Board determine compensation of and Insider Trading mitigating actions, are catalogued is monitored through compliance (b) review of the development of its staff. As a function provided by the and tracked in the Company’s ‘Risk and internal audit. Internal audit risk factors for the Company Vodafone Group, the Board considers Conflicts of Interest and related Register’ and are then subject to provides an independent assurance and the appropriateness and the Internal Audit Department as Party Transactions additional reporting, oversight and over the internal control system and effectiveness of the systems being independent from Vodafone assurance on an ongoing basis. Vodafone Qatar has an established reports significant issues to the Audit of the Company to face drastic Qatar. Conflicts of Interest Policy that is Committee in relation to the risk or unexpected changes in the Internal Audit External Auditor in accordance with the Vodafone based yearly audit plan. market; Group Conflicts of Interest Policy Vodafone Qatar’s Internal Audit The decision to appoint the External and forms part of the Vodafone Vodafone Qatar has an established Department is a service provided (c) comprehensive assessment of Auditors including a review of the Group Governance Policy framework business resilience framework that and supported by Vodafone Group the Company’s performance External Auditor’s remuneration and Code of Conduct. The purpose addresses and mitigates the risk of as part of the company’s internal regarding its implementation of is made at the Annual General of this policy is to promote and the business being unable to resume governance and compliance the internal control system in Assembly at which all shareholders maintain transparency and proper its operational activities within framework. The Internal Audit compliance with provisions of are able to participate. The External management of any potential a reasonable time following the Department provides objective and the QFMA Corporate Governance Auditors attend the Annual General conflict of interest relating to occurrence of any events leading to independent assurance over critical Code; Assembly to present their report and employees and their personal business interruption. The Business business processes and projects. The to answer queries from shareholders. Continuity, Crisis Management, (d) the Company’s compliance interests outside Vodafone Qatar. Internal Audit Department reviews with applicable market listing Technology Resilience and Site business and technology processes The purpose of appointing an Application of this policy in Emergency Response Plans set and disclosure rules and External Auditor is to provide accordance with Vodafone Group to identify the risks, review the requirements; out the requirements to protect controls, make recommendations objective assurance to the Board best practice serves to protect the interests of both the Company and the Company against the impact and track management action plans (e) the Company’s compliance with and shareholders that the financial its employees from any impropriety. of emergencies and disruptions to until completion to enable better internal control systems when statements have been prepared in critical business operations through management of the business by determining and managing risks; accordance with all related laws, 26 27 The Vodafone Qatar Board, Executive Vodafone Group global best practice challenge a decision of the Arbitrator Management Team and all staff in and designed specifically to manage in Vodafone Qatar’s favour on the positions of key responsibility or a number of areas of compliance basis of certain procedural flaws. The influence are required to undertake and business risk. This framework Court of Appeal case is ongoing. an annual self-assessment to extends to include customer and declare any personal or professional data privacy, network security and Disclosure interests that would either make resilience and anti-bribery. it difficult for them to fulfil their obligations duties to the Company or that might As part of the anti-bribery program otherwise create an appearance of specific actions and measurements Vodafone Qatar has throughout impropriety that could undermine are taken to actively manage 2017 complied with the disclosure public confidence in Vodafone Qatar. identified sources of risk. Measures requirements set out in the rules and taken include: regulations of the Qatar Financial Vodafone Qatar was a party to the Markets Authority. following related party transactions (a) mandatory training for all staff in in 2017: key positions of responsibility or influence; Corporate Social (a) Variation Agreement with Responsibility Vodafone Limited dated 31 (b) creating and maintaining an October 2017 for International official register in which all Vodafone Qatar believes that the Call Routing Migration Services employees are required to record true value of a business lies in how (Board approved on 19 all corporate gifts or hospitality it creates economic, environmental September 2017); whether given or received. and social value. We incorporate our core competencies to engage Breaches of this policy are treated as (b) Agreement with Vodafone with communities where we live a serious disciplinary offence. Group Services Limited dated and work. We hope to deepen 22 October 2017 in respect of Insider Trading personal links, enhance the quality IT Managed Services (Board of life in our surroundings and create approved on 25 October 2017); Vodafone Qatar has created an opportunities for a better future for and information document summarising all people in Qatar. the insider trading rules and (c) Lease Agreement with Qatar regulations applicable in Qatar. This In 2017, we focused our investments Foundation for Education, document, together with relevant in four key areas: Science and Community share trading black-out dates, is (1) Child safety; Development dated 1 October communicated to the Vodafone (2) Community giving; 2017 for premises at Qatar Qatar Board, Executive Management (3) Women’s empowerment; and Science and Technology Park Team and all employees prior to the (4) Sustainability. (Board approved 19 September commencement of each trading 2017). black-out period. These investments are regulated In addition to the above, the through our Charitable Donations Company continues to benefit from Litigation and Policy, which ensures all of our the management services provided contributions are linked to using by Vodafone Group Plc and related Disputes mobile communication technology for social welfare, environmental entities in accordance with the Cable Landing Station Dispute protection or community support. Management Agreement entered with Ooredoo P.Q.S.C. (“Ooredoo”) into between the relevant parties on Our Social Investments Committee 24 July 2012. Vodafone Qatar is currently involved assesses all requests based on in an ongoing pricing dispute with transparent and objective evaluation Anti-Bribery Ooredoo for Vodafone Qatar’s use criteria. Vodafone Qatar operates to an of and access to a Cable Landing established and comprehensive Station at Sumaisma, Qatar. The framework that is in accordance with case is currently before the Court of Appeal where Ooredoo is seeking to

28 29 Appendix A - Corporate Governance Checklist 7. Disclosure of the performance assessment of the Board, compliance of its members in achieving the Company’s interest, doing the committee’s works, and their attending of the Board Non- and Committees. Disclosure of the performance assessment Article Paragraph Compliant NA Comments Compliant of the Senior Executive Management in implementing the √ Internal Controls system and risk management including The Board shall commit to implement Governance principles identification of number of appeals, complaints, proposals, set out in this Code, which are: Justice, Equality among notifications and the way used by the Board to handle the Stakeholders without discrimination among them on basis regulatory issues; of race, gender, and religion; and transparency, disclosure and providing Information to the Authority and Stakeholders 8. Disclosure of the Internal Controls failures, wholly or partly, at the right time and in the manner that enables them to or weaknesses in its implementation, contingencies that have make decisions and undertake their duties properly. The √ affected or may affect the Company’s financial performance, principles also include upholding the values of corporate and the procedures followed by the Company in addressing √ social responsibility and providing the public interest of the Internal Controls failures (especially such problems as Company and Stakeholders over the personal interest as The Company abides by disclosed in the Company’s annual reports and financial well as performing duties, tasks and functions in good faith, Vodafone Group’s global statements); Article 3: integrity, honor and sincerity and taking the responsibility Code of Conduct policy as a Compliance with 9. Disclosure of the Company’s compliance with applicable arising therefrom to the Stakeholders and society. fundamental component of Governance market listing and disclosure rules and requirements; √ its overall governance and Principles The Board shall constantly and regularly review and update Governance applications, and apply the highest principles of compliance framework. 10. Disclosure of any conflict or dispute in which the Company Governance when listing or trading any securities in the Foreign is a party including arbitration and lawsuits. √ Market, and uphold fair-trading principle among shareholders. 11. Disclosure of operations and transactions entered into by The Board shall also update professional conduct rules setting the Company with any “Related Party”. √ forth the Company’s values and shall constantly and regularly review its policies charters, and internal procedures of which √ Chapter III Board of Directors shall be binding upon the Company’s Board members, Senior Executive Management, advisors, and employees. These The Board member must be qualified with sufficient knowledge professional conduct rules may include the Board Charters and of administrative matters and relevant experience to perform committees, the policy of its dealings with related parties, and its duties effectively, and must devote enough time to do its √ the Insiders’ the trading rules. job with integrity and transparency to achieve the Company’s interest, goals and objectives. The Governance Report is an integral part of the Company’s annual report and shall be attached with it and signed by the The Board member must: Chairman. Without prejudice to the provision of Article (2) of this Code, the Governance Report must include Company’s 1. Not be under twenty-one years old with full capacity. √ disclosure on its compliance with the provisions of this √ Code. It must also include all the information regarding the 2. Not have been sentenced to criminal penalty, or a crime implementation of its principles and provisions, which include, against honor or integrity, or any of the crimes stipulated but not limited to: in Article (40) of Law No. (8) Of 2012 concerning the Qatar Financial Markets Authority, and articles (334) and (335) of law 1. The procedures followed by the Company in implementing No. (11) Of 2015 Promulgating Commercial Companies Law, or √ √ the provisions of this Code. be prevented from practicing any work in the entities subject 2. The disclosure of any violations committed during the to the Authority’s jurisdiction under Article (35 paragraph 12) Year including violations and sanctions imposed because of Article 5: of Law No. (8) of 2012 referred to, or have been bankrupted, unless been rehabilitated. non-compliance with implementation of any of principles or √ Requirements provisions of this Code, their reasons, the remedial measures for the Board 3. Be a shareholder owning, when elected, or within thirty Article 4: taken and measures to avoid the same in the future; Member Governance days from its election date, a number of the Company’s shares Report 3. The disclosure of the information relating to Board members determined by Article of Association. Such shares shall be and its Committees, Senior Executive Management in the deposited to the Depository within sixty days from starting Company, their responsibilities, powers and activities during √ date of membership with prohibition from trading, mortgage the Year, as well as their remunerations; or seize until the end of membership period, approved on the last budget of financial Year of doing business. Such shares 4. The disclosure of the procedures of risk management and √ shall also be allocated to ensure the rights of the Company, Internal Control of the Company including the supervision of √ shareholders, creditors and third parties for the responsibility the financial affairs, investments, and any relevant information; of the Board members. If the member does not provide the 5. The committees’ works, including number of meetings and guarantee as mentioned, its membership becomes invalid. their recommendations. √ The Independent Member shall be exempted from this requirement. 6. Disclosure of the procedures followed by the Company in determining, evaluating and managing risks, a comparative The candidate for Board membership shall provide written analysis of the Company’s risk factors and discussion of the √ acknowledgment stating not undertaking any legally systems in place to confront drastic or unexpected market prohibited job position to combine it with the Board √ changes; membership.

30 31 In all cases, the Company shall commit to send a list of names 1.6 Approving the procedures manual needed to implement and data of Board membership candidates attached with each the strategy and objectives of the Company, prepared by senior executive management. The manual shall include determining candidate’s curriculum vitae and original copies of candidacy √ requirements to the Authority at least two weeks before the ways and means of the quick contact with the Authority and √ date specified for Board election. other regulatory authorities as well as all parties concerned to governance, including the appointment of a communication The Board shall be composed pursuant to the Law and the officer. Company’s Articles of Association. At least one-third of the Board Members shall be Independent Board Members, the 1.7 Approving the annual plan of training and education in the Company that includes programs introducing the Company, its √ Article 6: majority of the Board members shall be Non-Executive Board √ activities and Governance, according to this Code. The Board Members; and a seat or more of seats may be allocated to Composition represent the Minority and another to represent the Company 2. Setting the rules and procedures for Internal Control and √ employees. supervising them, that includes: In all cases, the Board composition shall ensure that one 2.1 Developing a written policy that would regulate conflict member or more do not dominate issuing the Board decisions. √ of interest and remedy any possible cases of conflict by Board members, Senior Executive Management and shareholders. √ Without prejudice to the Law provisions in this regard, it is This includes misuse of the Company’s assets and facilities and prohibited for any one, whether in person or in capacity, neither the mismanagement resulting from transactions with Related to be a Board Chairman or a vice-chairman for more than two Parties. Companies which their headquarters located in the State, nor to be a Board member for more than three shareholding 2.2 Developing full disclosure system as to achieve justice and companies which their headquarters located in the State, nor transparency and to prevent conflicts of interest and exploiting the insider Information. Such system shall include procedures to be a Managing Director in more than one Company which √ its headquartered located in the State, nor to combine two followed when dealing in securities by Insiders, and identify Article 7: √ memberships of two Companies exercising a homogenous prohibited periods of their trading in securities of the Company Prohibition The Company is partially activity. It is also prohibited to combine the position of the or any company of its group, as well as preparing and updating of Combining compliant with this Article. Chairman with any other executive position in the Company. a list of Insiders to provide a copy to the Board and the Market Positions The Chairman shall not to be a member of any of the Board upon adoption or update. committees set out in this Code. 2.3 Ensuring the integrity of the financial and accounting rules, √ including rules related to the preparation of financial reports. The Chairman and the members of the Board must provide an annual acknowledgment that no one of them shall combine 2.4 Ensuring the implementation of control systems appropriate for risk management by generally forecasting the the prohibited positions according to the Law and this Code √ √ provisions. The Secretary shall keep such acknowledgment in risks that the Company may encounter and disclosing them the file prepared for this purpose. transparently. 2.5 Reviewing annually the effectiveness of the Company’s √ The Board shall prepare a Charter called “Board Charter” detailing Internal Control procedures. the Board’s functions, and rights, duties and responsibilities of 3. Drafting a Governance code for the Company that does the Chairman and members, according to the provisions of the √ not contradict the provisions of this Code, supervising and Law and this Code, and shall be published at the Company’s √ monitoring in general the effectiveness of this Code and website. amending it whenever necessary. The Board Charter shall include the Board’s key functions and √ 4. Setting forth specific and explicit policies, standards and responsibilities including, at least the following: procedures for the Board membership and implementing them √ The Company has a Board after approval by the General Assembly. 1. Approving the Strategic Plan and main objectives of the √ Charter and Governance Company and supervising their implementation, including: Charter both of which are 5. Developing a written policy that regulates the relationship among the Stakeholders in order to protect them and their 1.1 Setting a comprehensive strategy for the Company and available on the Company’s √ website. The Company respective rights; in particular, such policy must cover the key business plans and risk management policy, reviewing and √ following: Article 8: Key directing them. intends to update the Board Functions and Charter and Governance 5.1 Indemnifying mechanisms of the Stakeholders in case Tasks of the Board 1.2 Determining the most appropriate capital structure of the Charter to ensure consistency of contravening their rights pursuant to the Law and their √ Company, its strategies and financial objectives and approving √ with the new requirements respective contracts. its annual budgets. of the QFMA Corporate 5.2 Mechanisms of complaints or disputes that might arise Governance Code prior to its √ 1.3 Supervising the main capital expenses of the company and between the Company and the Stakeholders. √ becoming effective in May acquisition/disposal of assets. 2018 5.3 Suitable mechanisms for maintaining good relationships 1.4 Setting the performance objectives and monitoring the with customers and suppliers and protecting the confidentiality √ implementation thereof and the overall performance of the √ of Information related to them. Company. 5.4 Put a code of conduct for the Company’s executives and 1.5 Reviewing and approving the organizational structures of the employees compatible with the proper professional and Company on periodic basis to ensure distinct distribution for the ethical standards, and regulate their relationship with the √ √ functions, tasks and responsibilities of the Company especially Stakeholders and mechanisms for supervising this Code and internal control units. ensuring compliance there with. 32 33 5.5 The Company’s social contributions. √ 3. The Board shall determine the powers to be delegated to the executive management and the procedures for taking 6. Setting policies and procedures to ensure the Company’s any action and the validity of such delegation. It shall also compliance with the laws and regulations and the Company’s √ √ determine matters reserved for decision by the Board. The obligation to disclose material Information to shareholders, executive management shall submit to the Board periodic creditors and other Stakeholders. reports on the exercise of the delegated powers. 7. Inviting all shareholders to attend the General Assembly 4. The Board shall ensure that procedures are laid down for Meeting in the way charted by Law. The invitation and the orienting the new Board members of the Company’s business announcement shall include a thorough summary of the √ √ and, in particular, the financial and legal aspects, in addition to General Assembly agenda, including the item of discussing their training, where necessary. and approving the Governance Report. 8. Approving the nominations for appointment in functions of 5. The Board shall ensure that sufficient Information about the Senior Executive Management, and the succession planning √ Company is made available to all Board members, generally, concerning the management. and, in particular, to the Non-Executive Members, to enable √ them to discharge their duties and responsibilities in an 9. Developing a mechanism for dealing and cooperation with effective manner. providers of financial service, financial analysis, credit rating and other service providers as well as the entities that identify √ 6. The Board shall not enter into loans that spans more than standards and indices of financial markets in order to provide three years, and shall not sell or mortgage real estate of the their services for all shareholders in a quick manner with Company, or drop the Company’s debts, unless it is authorized integrity and transparency. to do so by the Company’s Articles of Association. In the case √ 10. Developing awareness programs necessary for spreading where the Company’s Articles of Association includes no the culture of self-control and risk management of the √ provisions to this respect, the Board should not act without the Company. approval of the General Assembly, unless such acts fall within the normal scope of the Company’s business. 11. Setting a clear and written policy that defines the basis and method of granting remuneration for the Board members, Without prejudice to the competences of the General Assembly, in addition to incentives and rewards of Senior Executive the Board shall assume all the necessary competencies and Management and the Company’s employees in accordance √ powers for the Company’s management. The Board may with the principles of this Code without any discrimination delegate to its committees to exercise some of such powers, √ based on race, gender or religion. Such policy shall be and may form a special committee or more to carry out specific submitted yearly to the General Assembly for approval. Article 10: Tasks tasks to be stipulated in the decision of formation the nature of Delegation those tasks. 12. Developing a clear policy for contracting with the Related √ Parties and presenting it to the General Assembly for approval. The ultimate responsibility for the Company rests with the Board even if it sets up committees or delegates some of its √ 13. Setting foundations and standards for evaluating powers to a third party. The Board shall avoid issuing a general the performance of the Board and the Senior Executive √ or an open-ended delegation. Management. The Chairman: is the president of the Company, represents The Board represents all shareholders; therefore, the Board must it before the others and before the judiciary and is primarily exert more due diligence and care in managing the Company responsible for ensuring the proper management of the in an effective and productive manner to achieve the interest Company in an effective and productive manner and working √ of the Company, partners, shareholders and Stakeholders, and to achieve the interest of the Company, partners, shareholders to achieve the public interest and investment development in √ and Stakeholders. The Board Charter must include tasks and the State as well as community development. The Board shall responsibilities at least the following: also bear the responsibility to protect shareholders from illegal The Company has a Board 1. Ensuring that the Board discusses all the main issues in an or abusive practices and business, or any acts or decisions that √ Charter and Governance may be harmful to them, discriminate among them, or let a efficient and timely manner; Charter both of which are group dominate another. 2. Approving the agenda of the Board meeting taking into available on the Company’s √ consideration any matter proposed by any other Board member; website. The Company The responsibilities of the Board must be clearly stated in the Article 11: Duties intends to update the Board Article 9: Board Company’s Articles of Associations and in “the Board Charter” √ of the Board 3. Encouraging all Board members to collectively and effectively Charter and Governance Responsibilities referred to in the previous article. participate in dealing with the Board affairs for ensuring that Chairman √ Charter to ensure consistency Without violating the provisions of the Law, the Board must the Board is working with its responsibilities to achieve the best with the new requirements carry out its functions and duties, and bear responsibility interest of the Company; of the QFMA Corporate according to the following: Governance Code prior to its 4. Making available for the Board Members all data, Information, becoming effective in May 1. The Board must carry out its duties in a responsible documents and records of the Company, and of the Board and √ manner, in good faith and with due diligence. Its decisions 2018. √ its committees. should be based on sufficient Information from the executive 5. Creating effective communication channels with shareholders management, or from any other reliable source. √ and making their opinions heard to the Board; 2. A Board member represents all shareholders; shall undertake to carry out whatever might be in the interest of the Company, 6. Allowing effective participation of the Non-Executive Board √ but not in the interests of the group it represents or that which Members in particular and promoting constructive relations √ voted in favor of its appointment to the Board. between Executive and Non- Executive Board Members; and 34 35 7. Keeping the members constantly informed about the The absent member may, by written request, delegate any implementation of the provisions of this Code, the Chairman other Board member to represent it in attendance and voting. √ may authorize Audit Committee or other committee in this A Board member cannot represent more than one member. If Article 33 of the Company’s mission. the Board member is absent from attending three consecutive √ Articles of Association meetings or four non-consecutive meetings without an excuse entitles the Company The vice-chairman shall replace the Chairman during his to appoint two (2) Vice absence, and the Chairman may authorize another of the Board √ acceptable to the Board, the Board member shall be deemed as resigned. Chairmen to ensure there is members in some of his/her powers. no business interruption due The Board members shall comply with the following: Participation in the Board meeting may be done by any secure to the unavailability of the and known of new technologies that enable the participant to √ Chairman or Vice Chairman. 1. Attending meetings of the Board and committees regularly, hear and actively participate in the Board agenda discussions and not withdrawing from the Board except for the need at the √ and make decisions. right time. Without violating the provisions of the Law in this regard, the 2. Giving priority to the interest of the Company, shareholders √ Board shall pass its decisions by majority votes of attendants and all Stakeholders over their own interest; and representatives. In case of a tie votes, the Chairman √ 3. Providing opinion on the Company’s strategic matters, policy shall cast the deciding vote. A minute shall be prepared for of projects implementation, staff accountability systems, √ each meeting, including names of the attending and absent resources, key appointments and operation standards; members, as well as the meeting discussions. 4. Monitoring the Company’s performance in realizing its agreed Article 15: Board The Chairman and Secretary shall sign on the minute and objectives and goals and reviewing its performance reports Decisions if there is any member, who does not agree on any decision √ √ including the Company’s annual, half yearly and quarterly taken by the Board, may prove his objection in the meeting reports; minute. 5. Supervising the development of the procedural rules for the The Board, if necessary or urgent, may issue some decisions by passing subject to written approval of all its members to those Company’s Governance to ensure their implementation in an √ √ optimal manner in accordance with this Code. decisions, and to be presented at the next Board meeting to Article 12: include them in its minutes. Board Members 6. Using their diversified skills and experience with diversified The Board shall issue a decision naming the Board Secretary. Obligations specialties and qualifications through an effective and A priority shall be for a person who holds a university degree in productive management of the Company, and working to √ law or accounting from a recognized university or equivalent, √ achieve the interests of the Company, partners, shareholders and for who has at least three years’ experience in handling the and other Stakeholders. Article 16: Secretary affairs of a listed company. 7. Effective participation in the Company’s general assemblies, The Secretary may, upon the Chairman approval, requires the and achieving its members’ demands in a balanced and fair √ assistance of any employee of the Company to perform its √ manner. duties. 8. Not to make any statements, data or Information without The Secretary shall provide assistance for the Chairman and prior written permission from the Chairman, and the Board √ all members in conducting their duties and shall comply to √ shall appoint an official spokesperson for the Company. conduct all Board functioning, including: 9. Disclosure of financial and trade relations, and litigants, 1. Recording the minutes of the Board meetings setting out names of the attending and absent members and the meeting including the judicial, which may affect negatively on carrying √ √ out the tasks and functions assigned to them. discussions and prove members objections to any decision issued by the Board. The Board members, at the Company’s expense, may request 2. Recording the Board decisions in the register prepared for √ an opinion of an independent external consultant in issues √ this regard as per issuance date. relating to any of the Company’s affairs. 3. Recording the meeting held by the Board in a serial numbered The Board shall meet upon an invitation by the Chairman, and register prepared for this regard arranged as per the holding √ pursuant to what is stipulated in the Company’s Articles of date setting out names of the attending and absent members, Article 17: Tasks Article 13: Associations. The Chairman may call the Board for the meeting the meeting discussions and the members objections, if any. Invitation for upon a request by at least two of its members. The invitation, √ and Duties of the Meeting accompanied with the agenda, shall be sent to each member Secretary 4. Safekeeping the Board meetings’ minutes, decisions, reports, at least one week prior to the meeting date; the member may all Board records and correspondence, and its writings in paper √ request to add an item or more to the agenda. and electronic records. 5. Sending to the Board members and participants - if any – The Board shall convene at least six meetings during the the meeting invitations accompanied with the agenda at least year and three months must not elapse without convening a Article 14: Board one week prior to the meeting specified date, and receiving √ meeting. The Board meeting shall be deemed valid if attended √ Meetings members’ requests to add an item or more to the agenda with by the majority of the members provided that either the submission date. Chairman or the vice-Chairman attends the meeting. 6. Making full coordination between the Chairman and the members, among members themselves, as well as between the Board and the Related Parties and Stakeholders in √ the Company including shareholders, management, and employees.

36 37 7. Enabling the Chairman and the members to have timely 2. Setting the procedures of contracting with and nominating Vodafone Qatar intends to access to all Information, documents, and data pertaining to √ External Auditors, and ensuring their independence while review the structure of the the Company. performing their work. Audit Committee and make any necessary changes in 8. Safekeeping the Board members’ acknowledgments of not 3. Overseeing the Company’s Internal Controls, following the advance of the coming into combining prohibited positions pursuant to the Law and the √ External Auditor’s work, making coordination between them, force of the QFMA Corporate provisions of this Code. ensuring their compliance with the implementation of the best Governance Code in May International Standards on Auditing and preparing the financial The Board, immediately after election and at its first meeting, 2018. Vodafone Qatar’s Audit reports in accordance with International Financial Reporting shall constitute at least three committees as follows: Committee is scheduled Standards (IFRS / IAS) and (ISA) and their requirements; √ The formation of the to meet twice per year. First: Nomination Committee, chaired by one of the Board verifying that the External Auditor’s report include an explicit Nomination Committee is Vodafone Qatar believes that members and a membership of at least two. When selecting mention if it had obtained all the necessary Information and not in accordance with the in conjunction with all the the Committee members, the Board shall take into account the √ the Company’s compliance with international standards requirements of Article 19 existing internal control and experience necessary for exercising the committee’s functions, (IFRS / IAS), or whether the audit was conducted based on (Committees’ Work) of the risk management processes which are – at least – the following: International Standards on Auditing (ISA) or not. QFMA Corporate Governance adopted by the Company, 1. Developing general principles and criteria used by the Code. Article 19 stipulates 4. Overseeing and reviewing the accuracy and validity of the a minimum of two Audit General Assembly members to elect the fittest among the √ that the Chairman of the financial statements and the yearly, half-yearly and quarterly √ Committee meetings per year candidates for Board membership. Company cannot be a reports. is sufficient. Furthermore, 2. Nominating whom it deems fit for the Board membership member of any committee additional Audit Committee √ 5. Considering, reviewing and following up the External Auditor’s when any seat is vacant. and the Chairman of the √ meetings shall be held during Audit Committee cannot reports and notes on the Company financial statements. 3. Developing draft of succession plan for managing the the year as required.. be a member of any other Company to ensure the speed of a suitable alternative to fill √ 6. Ensuring the accuracy about and reviewing the disclosed committee. In addition, no the vacant jobs in the Company. numbers, data and financial statements and whatever √ meeting of the Nomination submitted to the General Assembly. 4. Nominating whom it deems fit to fill any job of the Senior √ Committee took place during Executive Management. 7. Making coordination among the Board, Senior Executive 2017. Vodafone Qatar will √ 5. Receiving candidacy requests for the Board membership. √ undertake to review the Management, and the Internal Controls of the Company formation and operation of 8. Reviewing the systems of financial and Internal Control and 6. Submitting the list of Board membership candidates to √ the Nominations Committee risk management; the Board, including its recommendations in this regard, and √ to align more closely with the sending a copy to the Authority. 9. Conducting investigations in financial control matters requirements of the QFMA √ 7. Submitting an annual report to the Board including a Corporate Governance Code. requested by the Board. comprehensive analysis of the Board performance to identify √ 10. Making coordination between the Internal Audit Unit in the the strengths, weaknesses, and proposals in this regard. √ Article 18: Board Company and the External Auditor. Committees Second: Remuneration Committee, chaired by one of the Board members and a membership of at least two. When 11. Reviewing the financial and accounting policies and selecting the Committee members, the Board shall take √ procedures of the Company and expressing an opinion and √ into account the experience necessary for exercising the recommendation to the Board on this regard. Committee’s duties, which are – at least - the following: 12. Reviewing the Company’s dealings with the Related Parties, 1. Setting the Company’s remuneration policy yearly including and making sure whether such dealings are subject to and √ the way of identifying remuneration of the Chairman and all comply with the relevant controls. Board Members. The Board members’ yearly remuneration √ 13. Developing and reviewing regularly the Company’s policies shall not exceed 5% of the Company’s net profit after deduction on risk management, taking into account the Company’s of reserves, legal deductions, and distribution of the dividends √ business, market changes, investment trends and expansion (in cash and in kind) to shareholders. plans of the Company. 2. Setting the foundations of granting allowances and 14. Supervising the training programs on risk management incentives in the Company, including issuance of incentive √ √ shares for its employees. prepared by the Company, and their nominations. Third: Audit Committee, chaired by an Independent Board 15. Preparing and submitting periodic reports about risks and Member and a membership of at least two. When selecting the Vodafone Qatar is non- their management in the Company to the Board - at a time Committee members, the Board shall take into account that: compliant with Article 18 determined by the Board - including its recommendations, and √ the majority of them shall be Independent Board Members; any (Board Committees) of the preparing reports of certain risks at the behest of the Board or person who has previously conducted audit for the Company √ QFMA Corporate Governance the Chairman. within the previous two Years shall not be a candidate, directly Code as the Audit Committee 16. Implementing the assignments of the Board regarding the or indirectly, for the Committee membership; and they shall √ is not chaired by an Company’s Internal Controls. have the experience necessary for exercising the committee’s Independent Board Member duties, which are – at least - the following: and the majority of the 17. Conducting a discussion with the External Auditor and 1. Preparing and presenting to the Board a proposed Internal Committee Members are not Senior Executive Management about risk audits especially the Control system for the Company upon constitution, and √ Independent Board Members. appropriateness of the accounting decisions and estimates, √ conducting periodic audits whenever necessary. and submitting them to the Board to be included in the annual report.

38 39 The Board shall issue a decision to nominate the chairman and 4. The Company’s compliance with applicable market listing members of each committee, identifying its responsibilities, See above note at √ √ and disclosure rules and requirements. duties and work provisions and procedures. Audit Committee Article 18 shall meet at least six meetings a year. 5. The Company’s compliance with Internal Control systems √ It is prohibited to chair more than one committee composed by when determining and managing risks. the Board, and it is not permissible to combine the chair of the 6. The risks faced the Company, their types, causes and the Audit Committee and the membership of any committee. The See above note at √ √ actions taken in this regard. Nomination Committee and Remuneration Committee may be Article 18 Article 19: combined together in one committee called “Nomination and 7. The suggestions for addressing the violations and mitigating √ Committees’ Remuneration Committee”. the risks. Work The committee’s meeting shall be deemed valid if attended by its chairman and the majority of the members. A minute The Audit Committee shall review and consider offers of √ shall be prepared for each meeting including the meeting External Auditors registered in the external auditors list of the discussions signed by the committee’s chairman. Authority, and then submit to the Board a recommendation with reasons to choose one offer or more for appointment of √ Each committee shall submit an annual report to the Board √ the Company’s external auditor. Immediately, after the Board’s including its work and recommendations. approval of the recommendation, it shall be included in the The Board shall review and evaluate the committees’ Company’s General Assembly agenda. √ achievements, and include it in the Governance Report. Article 23: The General Assembly shall appoint an External Auditor or more for one Year, renewable for a similar period or other Chapter IV External Control similar periods up to a maximum of five consecutive Years, The Company’s Control System provided that the re-appointment shall not be before passing The Board shall adopt a proposal submitted by the Audit two consecutive Years. The External Auditor and its employees Vodafone Qatar has its own √ Committee on the Company’s Internal Control. The proposal internal audit function are prohibited neither to reveal the Company secrets, nor to shall include control mechanism, duties and functions of which performs the role combine between its assigned business, functions and duties the Company’s departments and sections, its provisions and √ of ensuring appropriate and any other business in the Company, nor to work at the procedures of responsibility, and awareness and education controls are in place and Company before at least one Year from the date of relations programs for employees about the importance of self-control formally monitored on an end with such Company. Article 20: and Internal Controls. annual basis. The Company’s Internal Control The External Auditor shall inform the Board - in writing – about The above-mentioned proposal shall include the Company’s internal audit function any risk to which the Company exposed or expected to be plan in risk management that at least includes identifying major operates independently from exposed, and about all of the violations immediately upon risks that may impact the Company especially those related the local business and makes identification, as well as send a copy of that notice tothe √ √ to new technology, the Company’s ability to take risks, put in use of best practice from Authority. In this case, the External Auditor shall have the right risks identification mechanisms to ensure its qualification and the Vodafone Group internal to invite the General Assembly to convene pursuant to the Law implement awareness programs and ways to mitigate them. audit function. provisions in this regard, provided that informing the Authority thereof. Internal Control system of the Company shall include The Company has clear establishing one or more effective and independent unit (s) policies relating to conflicts The External Auditor – even if they are more - shall submit one for assessment and management of risk, financial audit and of interests contained in report to the General Assembly and read it, as well as shall overseeing the Company’s compliance with the controls of its Code of Conduct. This is send a copy to the Authority with responsibility for the validity financial Transactions, especially those done with any Related √ Article 21: in addition to the specific of data contained therein. Each shareholder of the General Party. This unit shall be managed by one or more internal Internal Control √ provisions on related party Assembly has the right to discuss with the External Auditor and auditor (s) who has qualification and experience in financial Unit transactions set out in the seek clarification in any matter of the report. Vodafone Qatar is currently audit, performance assessment and risk management, and Articles of Association. Any Article 24: not in compliance as the new has an access to all Company’s departments to follow-up The External Auditor’s report must include whatever informs related party transactions Functions and QFMA Corporate Governance the unit work. The Board shall issue a decision on appointing shareholders with the control works and performance are disclosed in the Annual Responsibilities √ code will be effective in and determining functions and remuneration of the internal assessment in the Company, especially relating to the Report. of the External following: May 2018. The company auditor, and shall be responsible before the Board. Auditor will endeavor to ensure 1. Appropriateness and effectiveness of Internal Control Every three months, the internal auditor shall submit √ compliance by that date. systems implemented in the Company. to the Audit Committee a report on the Internal Control achievements in the Company. Based on the Audit Committee √ 2. The Company’s ability in continuous of engaging activities recommendation, the Board shall determine the data that the and implementation of its obligations; that is evaluated √ report should include, which are at least the following: The internal audit report independently of what shown by the Board. 1. Procedures of control and supervision in respect of financial is prepared to coincide Article 22: √ 3. The Company’s compliance to develop all types of internal affairs, investments, and risk management. with meetings of the Audit Internal Control policies and procedures, and the appropriateness of them Committee which meets √ Reports 2. Review of the development of risk factors in the Company with the Company’s status, as well as its compliance with their and the appropriateness and effectiveness of the systems in a minimum of twice per √ implementation. the Company to face the drastic or unexpected changes in the annum. Market. 4. The Company’s compliance with its Articles of Associations and its compliance with the provisions of the Law and the 3. Comprehensive assessment of the Company’s performance √ regarding its implementation of the Internal Control system in √ Authority’s relevant legislations, including the provisions of compliance with provisions of this Code. this Code. 40 41 5. The Company’s compliance with the implementation of the The Board members, Senior Executive Management, all best international standards in auditing and the preparation of Insiders, their spouses and minor children must disclose any Article 28: financial reports as well as its compliance with international √ trading and transaction they carry out involving the Company’s Disclosure of √ audit and accounting standards (IFRS / IAS) and (ISA) and their shares and any other securities, and the Board shall adopt Securities Trading requirements. clear rules and procedures regulating trading of the Insiders in 6. The Company’s cooperation with the External Auditor in securities issued by the Company. providing access to the necessary Information to complete its √ Chapter VI duties. Stakeholders Rights Chapter V Shareholders are equal and have all the rights arising from Disclosure & Transparency share ownership in accordance with the provisions of the Law, √ The Company must comply with disclosure requirements, regulations and relevant decisions. including the financial reports, the number of shares owned Article 29: The Company’s Articles of Associations and by-laws shall by each of the Chairman and the Board members, Senior Shareholders include procedures and guarantees needed for all shareholders Executive Management, and major shareholders or controlling Equality in Rights to exercise their rights. The rights, in particular, rights to dispose shareholders. The Company must also comply with disclosure of shares, obtain the determined dividends, attend the General √ about information related to the Chairman, members, and √ Assembly and participate in its deliberations and voting on committees of the Board as well as their scientific and practical decisions, as well as the right to access to Information and experiences as in the Curriculum Vitae, and whether one request it with no harm to the Company’s interests. Article 25: of them is a Board member, Senior Executive Management Disclosure of another Company or a member of any of their Board Article 30: Access The Company shall submit, monthly, an application to the committees. to Ownership Depositary to get an updated copy of shareholders register √ Register and keep it. The Company must determine its policy on dealing with rumours by denying or proving, and on how to disclose clearly The Company’s Articles of Associations and by-laws shall in writing without inconsistence with the Authority’s relevant include procedures of access to Information that enable the √ √ legislations. The Board must ensure the accuracy and truth Article 31: shareholder to exercise full rights without prejudice to other of the Company’s disclosure and its compliance with all Shareholder’s shareholders’ rights or harm the Company’s interest. disclosure rules. Right to Access to The Company shall comply to check and update the Information Information regularly, and to provide the shareholders with Without prejudice to the provisions of the Law in this regard, √ all Information they deemed important and enable them to the Board shall comply with the principles of this Code and exercise their rights fully, using new and modern technologies. with the disclosure for dealings and transactions, which the √ Company enters into with any “Related Party” and in which The Company’s Articles of Associations shall include regulating such Related Party has an interest that may conflict with the the shareholders’ rights related to the General Assembly √ Company’s interest. Meeting, including: Prior at least a week from the date of holding the General 1. The shareholder(s) who owns at least (10%) of the Company’s Article 26: Assembly called for considering the Company’s budget and capital shall, for serious grounds, be entitled to request an Conflicts of the Board’s report, the Board must disclose in details for √ invitation to convene General Assembly. The shareholders Interest the shareholders about the abovementioned dealings and representing at least (25%) of the Company’s capital shall be √ transactions, and must disclose them in the Company’s annual entitled to invite Extraordinary General Assembly to convene report. pursuant to the procedures prescribed by the Law and the regulations in this regard. In all cases, the Company must not carry out any dealing or enter into any transaction with any “Related Party” only after 2. The right to request including certain issues in the General Assembly’s agenda to be discussed in the meeting if the Board √ the approval of the General Assembly of the Company, and √ Article 32: do not include such issues and the Assembly decided that. must be included in the agenda of the next General Assembly Shareholders’ to complete the procedures. Rights Related to 3. The right to attend meetings of the General Assembly, and to Any Related Party, which is a party, has a relation with a General Assembly allow the opportunity to effectively participate in them and in its deliberations as well as discuss matters listed in the agenda, business dealing, or has a relation with or a transaction entered √ into by the Company, shall not attend the Board meeting and to facilitate knowing date and place of the Assembly and √ while discussing that dealing, relationship or transaction. Such the issues listed in the agenda as well as the rules governing Article 27: Related Party shall not entitled to vote on what issued by the the discussions and asking questions. Transparency Board regarding these relationships or transactions. and Upholding 4. A shareholder shall – in writing and upon a power of attorney – be entitled to appoint another shareholder who is not a the Company’s In all cases, all relationships held by the Company with others Interest Board member to attend the General Assembly on his behalf; √ must serve the Company’s interest, as well as all transactions provided that shareholder by proxy shall not own more than shall be made according to market prices and on arm’s length √ (5%) of the Company’s capital shares. basis and shall not involve terms that are contrary to the Company’s interest. 5. The right of minors and shareholders restricted to attend the General Assembly meeting, to be represented by their legal √ attorneys.

42 43 6. The shareholder shall be entitled to ask questions to the The Company’s Articles of Associations shall include a specific Board members and shall be answered in a manner that does mechanism for the protection of shareholders’ rights in general not prejudice the Company’s interests and shall be entitled to √ Article 37: and Minorities in particular in the event that the Company √ appeal to the General Assembly if the answer considered as Shareholders’ conducted Major Transactions that might harm their interests not sufficient. Rights Regarding or prejudice the ownership of the Company’s capital. to Major 7. The right to vote on General Assembly decisions, and to Transactions In all cases, the Company must disclose its capital structure, facilitate all information about the rules and procedures √ any agreement concluded thereto, and the shareholders who √ governing the voting process. own, directly or indirectly, (5%) or more of the shares. 8. The shareholder shall have be entitled to object to any The Company shall maintain and respect the Stakeholders’ decision deemed for the interest or harm of a certain group rights. Each Stakeholder in the Company may request the of shareholders; or brings a special benefit for Board members Information related to his interest with attaching a proof or others without regard to the Company’s interests, and be √ of capacity, and the company shall provide the requested √ entitled to demonstrate this in the meeting minutes and to Information in a timely manner and in a way that does not invalidate the objection according to the provisions of the Law threaten the others’ interests or prejudice the Company’s in this regard. interests. Article 38: The Company shall choose the most appropriate place and The Stakeholders’ The Board shall establish, in writing, a mechanism that defines time of the General Assembly, and shall use new and modern Rights (non- procedures of the Stakeholders’ appeals against the decisions technologies in communicating with shareholders in order to √ shareholders) and actions of the Company’s officials and Senior Executive facilitate the effective participation of the greatest number of Management, and other procedures to receive and consider Article 33: their complaints, proposals and notifications regarding all them in the General Assembly. √ Facilitating aspects affecting the Company’s interests and funds. The Effective The Company shall enable shareholders to know the matters mechanism shall state the confidentiality of content of such Participation in listed on the agenda and any new matters accompanied by complaint, proposal or notification, and shall protect the General Assembly sufficient Information that enable them to make their decisions applicant, and deadlines to decide on appeals and response to and shall also enable them to purse the General Assembly √ complaints and proposals. minutes. The Company shall disclose the results of the General The Company shall do its part in community development Assembly immediately upon finishing and send a copy of such Article 39: and promotion, and the environment preservation through minutes to the Authority immediately upon approval. The Community’s √ effective and meaningful participation system of corporate Right Voting is a shareholder’s right - can be exercised in person or by social responsibility. √ a legal representative – which shall not be waived or denied. Article 34: Shareholders’ The Company is prohibited to put any limitations or take any Rights Related to action might hamper the use of the shareholder’s voting right. Voting The shareholders shall be afforded all possible assistance as √ may facilitate to exercise of the right to vote, using the new and modern technologies.

The Company shall comply with disclosure requirements relating to Board members’ candidates and shall inform in Article 35: sufficient time the shareholders all the information of all Shareholders’ candidates and their knowledge and practical experiences Rights Related to √ as in their Curriculum Vitae before the date determined for Board Members convening the General Assembly. The General Assembly shall Election elect the Board members by secret ballot in accordance with the Cumulative Voting method. The Company’s Articles of Associations shall determine – without prejudice to the Company’s ability to fulfill its obligations to third parties - the minimum percentage of net dividends that should be distributed to shareholders. The Board shall lay down a clear policy for the distribution of such Article 36: dividends, in a manner that may realize the interests of the Shareholders’ Company and shareholders; shareholders shall be informed of Rights Regarding √ that policy during the General Assembly and reference thereto Dividends shall be made in the Board report. The dividends approved by Distribution the General Assembly for distribution, whether they be in cash or bonus shares shall be given, as of right, to shares owners who are listed in the register kept at the Depository at the end of trading session on the day on which the General Assembly is convened..

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