Emirates Telecommunications Group Co PJSC

Moreover, the Board assigned more duties to NRC, in 2022, to assist it the Environmental, Social, and Corporate Governance (ESG) matters. Among these duties are providing guidance to the Board on programs that relate to ESG matters, overseeing the sustainability strategy and the progress against achieving sustainability targets, supervising climate risks and the plans on environment and climate action. It further oversees e& material business risks in relation to ESG as well as risk management strategies and the controls of these risks. Also, e& has established Sustainability Steering Committee from the Management to ensure the implementation of all relevant initiatives. [...] The Committee is management-free and consists of four non-executive members from the Board of Directors, of whom three, including the Chairman, are independent. The NRC convenes periodically and whenever necessary. Mr. Michel Combes, Chairman of the Committee, commits that he is responsible for the Committee's framework, reviewing such framework's functionality and ensuring its efficiency.

In an endeavor to ensure the implementation of Etisalat's Insider Trading Policy, which governs the insiders' trading and compliance with the respective applicable rules and regulations in the country, Etisalat Group is in constant engagement with managing, following up and supervising insiders' trading and ownership through the Share Trading Compliance Committee. The policy provides guidelines to those who have access to inside information (material and non-public information that has an effect on the share price) from amongst all employees as well as members of the Board of Directors and Audit Committee and their relatives with respect to transactions in the Company's securities. It identifies the Company's procedures on all important matters relating to insider trading while in possession of inside information. The policy aims at preserving the reputation and integrity of the Company as well as that of all persons affiliated with the Company. [...] The Share Trading Compliance Committee works on establishing procedures, monitoring adherence to the rules of insider trading, monitoring trades and implementing the policy under the overall supervision of the Board of Directors of the Company. The committee consists of the Group Chief Financial Officer, the Group Chief Internal Control and Audit Officer, the Corporate Secretary and the Vice President of Investor Relations. [...] All insiders must obtain pre-approval from the Share Trading Compliance Committee prior to trading shares of the Company. Insiders may trade in the securities of the Company when the trading window is open after obtaining written consent from the Share Trading Compliance Committee and subject to pre-authorization of the trade by ADX. [...] The committee plays an important role in overseeing and managing the insiders' matters within Etisalat. The principal responsibilities of the committee are as follows: a. Develop and supervise the overall insider trading practice within the Company; b. Oversee the effectiveness of controls and assessments to validate insider trading best practices and policies; c. Conduct periodic reviews of insider trading practices; d. Endorse remediation actions to address unforeseen deficiencies; e. Ensure the development and maintenance of a special and comprehensive insiders' register that provides for their details, ownership and trading in Etisalat securities and the relevant disclosures and approvals; f. Monitor and oversee the trading; g. Communicate with the SCA and ADX on relevant matters; h. Support awareness campaigns to all staff, executives and board members regarding the importance of insider trading, procedures and best practices; i. Ensure compliance with applicable rules and regulations. j. Review violations of the policy and recommend disciplinary actions; and k. Carry out a review of the policy on a periodic basis.

###### Governance and Reporting

Managing Progress: Governance

e& Board of Directors delegates responsibility for matters related to sustainability to the Board NRC Sub Committee. At an operational level the company has established a Sustainability Committee chaired by the Group CEO, whose members include amongst others the Group CFO, Group CTO and Group Head of Operations. The Sustainability Committee has a working sub-committee chaired by the CTO which oversights the day-to-day management of the implementation of the Plan via the SVP Sustainability and the ESG Factory of colleagues across functions within the Group. Group Technology, Group Finance and relevant market teams are all currently engaged in the delivery of this Plan. At the time of writing the individual accountabilities across the Group are being formalised so the plan is fully integrated into the short and long-term business planning.

Measuring progress: Reporting

We recognize the importance of accurate data in enabling us to track progress against our ambitious targets. We will continue to report annually to the Carbon Disclosure Project (CDP) and encourage our suppliers to do so as well. We are using digital tools such as EcoVadis to support us in securing the most accurate and robust data, and we are currently building a non-financial reporting system with colleagues in Group Finance to provide further confidence in our data reporting. We are currently seeking external assurance of our sustainability data focusing on our greenhouse gas emissions.

Moreover, the NRC assists the Board in the Environmental, Social, and Corporate Governance (ESG) matters. Among these duties are providing guidance to the Board on programs that relate to ESG matters, overseeing the sustainability strategy and the progress against achieving sustainability targets, supervising climate risks and the plans on environment and climate action. It further oversees e& material business risks in relation to ESG as well as risk management strategies and the controls of these risks. Also, e& has established Sustainability Steering Committee from the Management to ensure the implementation of all relevant initiatives. [...] Ethics and Compliance function also reports to the Audit Committee. The supervisory duties of the Committee include, but are not limited to, the establishment and maintenance of: - A compliance reporting framework that regularly provides updates to the Management and the Audit Committee. These reports help to drive appropriate actions in order to mitigate unacceptable compliance exposures; - Appropriate compliance policies and processes to meet corporate legal and regulatory obligations; and - Mechanisms to verify adherence to policies and processes for legal and regulatory obligations.