Abu Dhabi National Oil For Distribution : Corporate Governance Report for the year December 31,2021

CORPORATE GOVERNANCE REPORT 2021

DRIVING GROWTH: DELIVERING EXCELLENCE

ADNOC Distribution

2021 Corporate Governance Report

CONTENTS

1. Introduction
2. Our Corporate Governance Overview

1. Share Dealings
2. Board of Directors

1. Executive Management
2. Key Executive Management - Governance

1. Transactions with Related Parties

1. External Auditor

1. Audit Committee
2. Nomination and Remuneration Committee
3. Executive Committee
4. Insider Dealing Committee
5. Internal Control System

1. Corporate Social Responsibility

1. General Information

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2021 Corporate Governance Report

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC (ADNOC DISTRIBUTION

2021 Corporate Governance Report

INTRODUCTION

OR THE COMPANY) IS THE UAE'S LARGEST FUEL AND RETAIL CONVENIENCE BRAND, OPERATING 462 SERVICE STATIONS AND 346 CONVENIENCE STORES ACROSS THE COUNTRY'S SEVEN EMIRATES, AS OF DECEMBER 31, 2021.

We're proud of how we've progressed our smart growth strategy, which has seen continued expansion of our products and services both nationally and internationally.

As our reach expands, so too does our responsibility to continuously develop and maintain operational and governance excellence.

We believe that an organization-wide commitment to corporate governance can help drive enhanced management accountability, create value for shareholders, and safeguard the interests of all stakeholders and the communities we serve.

That's why we have created a corporate governance framework that fulfils all applicable laws and regulations while complying with international best practice. This framework was designed, and is being implemented, in line with our cultural and values to ensure the sustainability of our business and to help us achieve our future goals - as dictated by our vision and mission statements.

Our values are the core principles that guide our decision making and ensure consistency in our actions and behaviors. They represent ADNOC Distribution's collective commitment to set, achieve and exceed ambitious targets. We are:

Progressive

We harness the UAE's spirit of innovation to ensure that our business remains at the forefront of the global energy industry.

Collaborative

We work closely with our partners and peers, leveraging our collective strengths to deliver results that benefit all parties.

Respectful

We encourage a culture of inclusivity and mutual respect, and always operate to the very highest professional and ethical standards.

Responsible

We are committed to proactively identifying ways that we can make a difference to our community, while maintaining an unwavering commitment to health, safety and the environment.

Efficient

We are a performance-driven company, dedicated to maximizing the value of energy resources for the benefit of our people, our community, our partners and our nation.

This report provides an overview of ADNOC Distribution's corporate governance systems and procedures as of December 31, 2021, and has been filed with

the Securities and Commodities Authority (SCA) and posted on the Abu Dhabi Exchange (ADX) website as well as the ADNOC Distribution website.

1 as of 31 December 2021

H.E. Dr. Sultan Ahmed Al Jaber

Chairman of the Board of Directors

11 Feb 2022

H.E. Ahmed Jasim		Mr. Khaled Salmeen		Ms. Mariam Saeed		Mr. Ben Hennessy
Al Zaabi		Chairman of the Executive		Ghobash	General Counsel*
Chairman of the Audit		Committee		Chairwoman of the
Committee				Nomination and
				Remuneration Committee

* The General Counsel is responsible for and oversees the Company's internal control function.

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2021 Corporate Governance Report

OUR CORPORATE GOVERNANCE OVERVIEW

2021 Corporate Governance Report

Below is a brief summary of some of the key policies that we have implemented and under which we operate.

WE ARE COMMITTED TO HAVING A CORPORATE GOVERNANCE FRAMEWORK THAT IS COMPLIANT WITH ALL CORPORATE GOVERNANCE REQUIREMENTS THAT ARE APPLICABLE TO PUBLIC JOINT STOCK COMPANIES IN THE UAE AND THAT ARE CONSISTENT WITH INTERNATIONAL BEST PRACTICES.

WE ARE

PROGRESSIVE RESPONSIBLE COLLABORATIVE

RESPECTFULEFFICIENT

CORPORATE GOVERNANCE POLICY

Our Corporate Governance Policy provides clear guidance on: (a) the Company's corporate governance structure and the interface between the Company and its stakeholders; (b) the authorities and decision-making mechanisms within the Company and between its stakeholders; and (c) the role and responsibilities of the Company's corporate governance function.

CODE OF CONDUCT

Our Code of Conduct demonstrates ADNOC Distribution's commitment to compliance and ethical behavior in all that it does. Our Code of Conduct

1. sets out the minimum standard of conduct that we expect from anyone

working for or on behalf of ADNOC Distribution; and (b) provides a set of simple rules and standards that are designed to ensure that our business is conducted in an ethical and compliant manner and in accordance with our core values.

DIVIDEND POLICY

Our Dividend Policy sets out the clear and transparent criteria and method for the distribution of our profits such that the distribution of our profits serves the interests of both ADNOC Distribution and its shareholders.

The payment of dividends is subject to consideration of: (a) the cash management requirements of the Company for operating expenses, interest expense, and anticipated capital expenditures; and (b) market

conditions, the then current operating environment in our markets, and the outlook for the business of the Company. In addition, any level or payment of dividends will depend on, among other things, future profits and the business plan of the Company, at the discretion of the Board of Directors and approval of the Shareholders.

Under our Articles of Association, the Company may distribute quarterly, semi-annual and/or annual dividends to shareholders from operating profits and/or accumulated profits of the Company. The Company currently intends to pay a dividend twice each fiscal year, with an initial interim payment in October of that year and a second payment in April of the following year.

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2021 Corporate Governance Report

RELATED PARTY TRANSACTIONS POLICY

Our Related Party Transaction Policy is designed to ensure that: (a) transactions with related parties are conducted

on arm's length terms; (b) the Board of Directors and senior management are aware of the steps required to approve transactions with related parties; and (c) a legitimate business case is present and which supports the relevant related party transactions, including their arm's length nature. In accordance with this policy, we may not enter into a related party transaction unless it has been approved by: (i)

our Board of Directors, where the transaction's value does not exceed 5% of the value of our share capital; or (ii) our shareholders at a General Assembly, where the transaction's value exceeds 5% of our share capital. The foregoing requirements do not apply to transactions with ADNOC and with other ADNOC group companies. However, for so long as ADNOC owns more than 50% of our shares, we may not enter into transactions with ADNOC or other ADNOC group companies unless such transactions have been approved by our Board of Directors, including a majority of the independent members of the Board of Directors, subject to certain thresholds under our Delegation of Authority Matrix.

INSIDER DEALING

POLICY

The requirement to have fair and transparent dealings in our securities is of paramount importance to us and we take a zero tolerance approach to any activities which would prevent this requirement from being properly implemented. Accordingly, we have implemented an Insider Dealing Policy to ensure that the obligations and responsibilities of our employees, officers and directors with respect to dealings in our securities are clearly

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defined. In accordance with the Insider Dealing Policy, we have established an Insider Dealing Committee to oversee the ongoing implementation of this policy.

ANTI-BRIBERY AND CORRUPTION POLICY

We are committed to doing business lawfully, ethically and with integrity, and we expect all of our employees and representatives to act accordingly. Consistent with this commitment,

we take a zero tolerance approach to fraud, bribery and all other forms of corruption. Our Anti-Bribery and Corruption Policy sets forth our requirements to ensure that none of our employees or representatives engage in any of these activities.

COMPLIANCE

INVESTIGATIONS

POLICY

Our commitment to operating with integrity includes investigating, where necessary, allegations of ethical misconduct. Our Compliance Investigations Policy and supporting procedures set forth our approach to investigations relating to alleged violation: of (a) ethical business practices; (b) integrity in our interactions and arrangements with third parties; and (c) applicable laws, regulations, policies and procedures relating to ethical business practices and integrity. This policy requires all of our personnel to cooperate fully and truthfully with all investigations and to avoid engaging in certain activities that may hinder or interfere with an investigation.

CONFLICTS OF

INTEREST POLICY

We understand that our employees, officers and directors will engage

in legitimate social, financial and business activities outside the scope of their work for us. Our Conflicts

of Interest Policy sets forth our requirements for the avoidance and management of conflicts of interest that may arise as a result of these other activities, including the avoidance of situations that merely have the appearance of a conflict of interest. Under this policy, conflicts of interest must be promptly disclosed so that the appropriate course of action can be taken in order to protect ADNOC Distribution's interests.

WHISTLEBLOWING POLICY

Having an open, honest and transparent culture supports our commitment to integrity. Our Whistleblowing Policy encourages our employees to report concerns about unethical behavior in connection with our business by assuring confidentiality and by protecting good faith whistle-blowers from retaliation, even if they are mistaken.

GENDER DIVERSITY POLICY

We are committed to advancing gender diversity and equality across the organization and are constantly working to recruit more women in all areas of our business. We are also working on a number of initiatives to advance women's career growth across the Company. To this end, we have created a Gender Diversity Policy to support our actions. Additionally, the Company will continue to ensure that its female employees obtain access to all necessary training and development in order to achieve their full potential in line with the standards of high performance we expect from

all our employees - both men and women alike.

2021 Corporate Governance Report

SHARE

DEALINGS

PURCHASES AND SALES OF OUR SHARES AND OTHER TRANSACTIONS INVOLVING OUR SECURITIES BY EMPLOYEES, OFFICERS AND DIRECTORS ARE GOVERNED BY OUR INSIDER DEALING POLICY.

It is the policy of ADNOC Distribution that inside information must not be used by any of our employees, officers or directors for personal gain. ADNOC Distribution expects that all of its people, as well as the other persons with whom ADNOC Distribution transacts, abide by this policy, and in doing so adhere to applicable laws that apply to inside information and dealings in ADNOC Distribution's securities.

The following table sets forth the details of all purchases and sales of our shares undertaken by our Directors, their spouses and their children in 2021:

Director	Position	Shares held as at	Total Sale	Total Purchase
31 December 2021	Transactions	Transactions
H.E. Dr. Sultan Ahmed Al Jaber	Chairman	─	─	─
H.E. Mohamed Hassan Alsuwaidi	Director	─	─	─
H.E. Ahmed Jasim Al Zaabi	Director	─	─	─
Mr. Khaled Salmeen	Director	─	─	─
Ms. Mariam Saeed Ghobash	Director	─	─	─
Mr. Abdulaziz Abdulla Alhajri	Director	─	─	─
Mr. Ahmed Tamim Al Kuttab	Director	─	─	─

		Shares held from	Total Sale	Total Purchase
Director	Position	01 Jan 2021 to
16 March 2021	Transactions	Transactions
Mr. Jassim Alseddiqi	Director(*)	─	─	─
Mr. David-Emmanuel Beau	Director(*)	─	─	─
Mr. Pedro Miró Roig	Director(*)	─	─	─
(*) Member of the Board until 16 March 2021

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