Corporate Governance Message from MEPCO CEO Mr.Sami Al Safran

I am pleased to inform you, our employees, shareholders and stakeholders of the emphasis I place on Corporate Governance.

MEPCO endorses the importance of good corporate governance, of which independence, accountability and transparency are the most significant elements. These are also the elements on which a relationship of trust between the Group and all its stakeholders (employees, customers, suppliers, shareholders and the public) can be built.The Group’s objective therefore is to be as open and transparent as possible about its structure, financial reporting, internal controls and procedures and its decision-making process.

We have embarked on a Corporate Governance Project in partnership with Ernst and Young which have resulted in establishing the Corporate Governance Framework documents and recommendations that have already been implemented.

MEPCO has established a Board of Directors Charter to support a well-structured and functioning Board of directors, composed of 8 directors, three of which are independent directors with diverse backgrounds.

The Board of Directors sets standards of conduct, including the Group’s general moral and ethical tone, compliance with applicable laws and regulations, standards for financial practices and reporting, qualitative standards for operations and services, and other standards that reflect the views of the Board of Directors as to the conduct of the business in the best interests of the Group. The Board of Directors also establishesguidelines for its own performance, and self-assessment. The Board of Directors is vested with powers to conduct the Group’s operations and to achieve its goals.

MEPCO has also established five Board Committees and their charters to support the Group’s various functions, an Audit & Risk Committee, Executive Committee, Finance Committee, Steering Committee and a Remunerations and Nominations Committee.

The Executive Committee acts on behalf of the Board usually when the timing of taking Board resolutions is critical. The Executive Committee has the power to exercise the authority of the Board of Directors in monitoring and management of the business and affairs of the Group, as delegated by the Board of Directors.

The Audit and Risk Committee’s primary responsibility is to oversee the Group’s controls (including appropriate disclosure and internal controls), external and internal audit activities, and reporting processes, and report the results of its activities to the Board of Directors.

Finance Committee is responsible for recommending financial policies, goals, and budgets that support the mission, values, and strategic goals of the organization. The committee also reviews the organization’s financial performance against its goals and proposes.

Steering Committee made up of high level stakeholders who provide guidance on key issues decides on the priorities of MEPCO Group business and manages the general course of its operations report to the Executive Committee.

The Remuneration and Nomination Committee shall provide recommendations to the Board of Directors for appointments to membership of the Board. The Committee will also ensure independence of the independent Board members, recommend remuneration packages for Board members and executive management officers in line with the Group Compensation Policy, and recommend the selection of Key Management Executives.

We have gone a step further and the Board of Directors has approved a Code of Ethics and Conduct, Conflict of Interest Policy, a Transparency and Disclosure Policy, and a Related Party Transactions Manual.

The Board of Directors Charter and the various complementary charters adopted by the Board of Directors and the various Committees have been prepared and adopted on the basis that good governance and good governance procedures can add to the performance of the Company.

As part of a Corporate Governance Implementation Project, MEPCO will arrange the Corporate Governance Awareness secessions for all supervisors and managers to ensure a continuing high level of competence and commitment; implementing an aggressive and continuing program to inculcate the principles underlying good corporate governance in MEPCO’s employees at all levels.

Even with all these steps towards strict adherence to corporate governance principles, we will continue to review our policies and processes including our Corporate Governance Framework documents to address the dynamic changes in the industry, government legislations, administrative regulations and international best practices.

Thanks and Best Regards,

Sami Al Safran