Global Telecom E : GTH 2021 Corporate Governance report English

Corporate Governance Report Global Telecom Holding S.A.E.

for the fiscal year ended December 31, 2021

Company's data:

Company's Name	Global Telecom Holding S.A.E. ("the Company", "GTH")
Company's Purpose	The Company's purpose is to participate in incorporating companies issuing securities or to increase the share capital of these companies according to subject article (127) from executive regulations. The Company may have an interest or participate, by any means, in companies and other enterprises that have activities similar to those of the Company or those that may assist the Company to achieve its objective in Egypt or abroad. The Company may also merge into those companies and enterprises, or acquire them, pursuant to the provisions of the law and its executive regulations.
Company's duration	25 years commenced from 02/02/2005 to 31/01/2030
Registration date in Stock Exchange	13/01/1999
Delisting date from Stock Exchange	09/09/2019
Law regulating the Company	The Capital Market Law number 95 of the year 1992	Value of Nominal share	0.58 (fifty-eight piasters)
The last authorized capital	14.000.000.000 poundsEgyptian	The capitallastissued	EGP 2.738.250.503.64
The last paid capital	EGP 2.738.250.503.64	Date and number of the commercial register	Number 365751 register office Cairo Investment dated 02 February 2005
The name of the contact responsible	Ahmed Ibrahim Hassan (Finance and tax senior manager)
Head office address	Kon. Julianaplein 10, 1st floor - 2595 AA The Hague - The Netherlands
Cairo office	Nile City Towers, North Tower, 2005- Cornish El Nil- Ramlet Beaulac - 11221 - Cairo, Egypt
Phone numbers	+(202) 24618559
Website	www.gtelecom.com
E-mail	[e-mail]

General Assembly of the Shareholders: The ownership structure

Shareholders structure and the percentage of ownership of the Board Members:

Holders of 5% or more of the company's shares	The number of shares at the date of issuance of the financial statement	Percentage %
VEON Luxembourg Finance S.A.	2,622,931,845	55.56%
VEON Holdings B.V.	1,978,084,442	41.90%
Total	4,601,016,287	97.46%

Ownership of the Board of Directors of the Company's shares	The number of shares at the date of issuance of the financial statement	Percentage %
0	0	0.00%
Total	0	0.00%

Treasury shares of the company according to the purchase date	The number of shares according to the latest previous disclosure statement	Percentage %
The Account of Delisting shares for Global Telecom Holding S.A.E.	0	0.00%
Total	0	0.00%

Board Director

The composition of the Board of Directors and their shares as of 31-12-2021:

No.	The name of the Board members	Name of the Company represented by the member	Shares owned in the company	Capacity	Date of appointment
1	Mr. Michael Schulz	VEON Luxembourg Finance S.A.	0	Non - Executive Chairman of the Board	15/10/2021
2	Mr. Leendert NijmanGerbrand Harm	VEON Luxembourg Finance S.A.	0	Vice Chairman and Managing Director	01/07/2019 (initial appointment date: 29/03/2016 as Executive Board Member for Financial Affairs(
3	Mr. Dimtry Shvets	VEON Luxembourg Finance S.A.	0	Non- Executive Board Member	29/04/2021
4	Ms. Nicole Christiane Goetz	VEON Luxembourg Finance S.A.	0	Non- Executive Board Member	01/07/2021
5	Ms. Ana Bertha Reyes Pena	VEON Luxembourg Finance S.A.	0	Non- Executive Board Member	29/11/2021
6	Mr. Iskandar Shalaby Rizk Shalaby	0	Non- Executive Board Member	01/07/2019 (initial appointment date: 22/06/2001 as Non Executive Board Member(
7	Mr. Hassan Mohamed Elshafei Abdel-Hamid	0	Non- Executive Board Member	01/07/2019 (initial appointment date: 30/06/2016 as Independent Non-Executive Board Member(

On January 4, 2021, the Board of Directors appointed Mr. Alex Kazbegi instead of Mr. Vincenzo Nesci.

On April 29, 2021, the Board of Directors appointed Mr. Dmitry Shvets as Non- Executive Board Member instead of Mr. Alex Kazbegi.

On July 1, 2021 , the board of Directors appointed Ms. Nicole Goetz as Non- Executive Board Member.

On October 15, 2021, the Board of Directors accepted the resignation of Mr. Murat Kirkgoz and appointed Mr. Michael Schulz as Non- Executive Chairman to the board instead of Mr. Murat Kirkgoz

On November 29, 2021, the Board of Directors appointed Ms. Anna Bertha Reyes Pena as Non- Executive Board member.

The responsibilities of the Chairman:

• 1. Set the necessary procedures to guarantee that all shareholders receive their rights and are treated in a way that achieves justice and equality without any kind of discrimination.

• 2. Set the company's disclosure and transparency policy and follow up on its implementation in accordance with the requirements of the regulatory entities and the applicable legislation.

• 3. Taking the required steps to achieve internal control of the Company's activity, including the establishment of a special control and internal audit unit, whose task will be to ensure compliance with the provisions of the applicable legislation and the requirements of the regulatory entities, internal regulations, policies, plans and procedures established by the Board of Directors.

• 4. Set a policy that regulates the relationship with related parties so as to ensure the implementation of the company's obligations towards them and preserve their rights and provide them with necessary information and establishing good relations with them.

• 5. Set written procedures for applying the company's good compliance rules, reviewing it and evaluate their annually applicability.

The responsibilities of the Managing Director:

• 1. Set the strategies, policies, plans and procedures that would achieve the Company's interest, goals and to maximize its shareholders' rights and serve the local community.

• 2. Set the risk management policy, which the company may face.

• 3. Preparing annual, semi-annual and quarterly reports and the preliminary earnings release of the company's business, including the financial data for each period, according to the provisions of the applicable legislation. The date of disclosure of these financial data shall be announced not less than three working days, before the date of their disclosure.

The company has a position of a Secretary of the Board of Directors The responsibilities of the Secretary of the Board of Directors:

• 1. Archiving the reports.

• 2. Providing the Board members with information and minutes of the meeting.

• 3. Notifying the Board members with the date of the meetings.

• 4. Providing assistance and advise.

• 5. Applying and reviewing the rules of good compliance of the company and evaluate their annually applicability.

• 6. Assisting the Chairman in the preparation for the General Assemblies of shareholders and managing the related logistics.

• 7. Following up the issuance and implementation of the Board decisions, communicating them to the relevant departments, and preparing follow-up reports on such decisions.

• 8. Maintaining all documents in respect of the Board decisions and topics submitted to it and ensuring that the Board is furnished with important information in a timely manner.

• 9. Coordinating with all Board committees, to ensure effective communication between these committees and the Board of Directors.

• 10. Coordinating with the concerned committees, in respect of providing the necessary information to help the Chairman in the assessment of the Board members and committees, and the proposals submitted to the General Assembly by the Board for election or replacement of any member.

• 11. Ensuring that Board members are updated with any changes in the supervisory or legal responsibility, due to developments in the company's activities or the legal framework regulating it, provided that this shall be done to the extent permitted for the responsibilities assigned to her and without conflicting with the roles of the concerned departments within the company.

• 12. Organizing induction and orientation programs for new Board members.

Attendance schedule of the board members in board meetings, committees and general assembly meetings

The name of the member and his capacity	Board Directorsof	Audit Committee	General Assembly
Mr. Murat Kirkgoz	6 / 9	--------	1/1
Mr. Michael Schulz	3/9	--------	--------
Mr. Gerbrand Leendert Harm Nijman	9/9	5/5	1/1
Mr. Vincenzo Nesci	1/9	--------	------
Mr. Alex Kazbegi	2 / 9	---------	1/1
Mr. Dmitry Shvets	6 / 9	-------	-------
Ms. Nicole Christiane Goetz	5 / 9	-------	-------