Directors’ Code of Conduct Policy

ZAIN – BH BSC

Version 1.0

Policy Details & Approvals

Approvals:

Code of ConductPolicy
It is the responsibility of the Directors to make every practicable effort to maintain the highest level of corporate ethics and personal behavior.
Version number / Reference number
Last reversion date / First release
Signature
Date / AbdulRahman Al Shafei
Manager, Investor Relations, Corporate Governance, Compliance & General Management Office / Prepared by
Signature
Date / Latifa Salahuddin
Director, Legal Department / Reviewed by
Signature
Date / Mohammed Zainalabedin
General Manager / Approved by
Directors of Zain Bahrain B.S.C. / Targeted Audience

Change History:

Version No. / Date / Change owner Name / Change Owner Title / Signature / Description of change

ZAIN BAHRAIN BSC

Code of Conduct Policy

Addressed to: Board of Directors of Zain Bahrain BSC

Departments: Departments: Investor Relations, Compliance, Corporate Governance, Compliance & General Management Office, Legal

Policy Intent

The Directors’ Code of Conduct outlines the standards of behavior expected from the Directors of Zain Bahrain BSC "Zain BH". It is designed to assist them to understand their responsibilities and obligations and provide guidance on the expected behavior in the workplace, or if faced with an ethical dilemma in their work.

Moreover, this Policy is designed to ensure that all Zain Bahrain BSC (“the Company”) Directors will strive to avoid any conflict of interest between the interests of the Organization on the one hand, and personal interests on the other. This includes avoiding actual conflicts of interest as well as the perception of conflicts of interest.

This policy is to protect the integrity of Zain Bahrain's decision-making process, to enable our stakeholders to have confidence in our integrity, and to protect the reputation of Zain BH.

Policy Details

This Policy shall apply to all Directorswho must adhere and comply at all times with the code of conduct Policy.

Principles

The Board of Directors of Zain, in its adoption to "Corporate Governance Code" in line with the "Central Bank of Bahrain Rule Book – Volume 6: Capital Markets –HIGH-LEVEL CONTROLS ( CORPORATE GOVERNANCE) MODULE " issued by the Central Bank of Bahrain and the "Corporate Governance Code" issued by the Ministry of Industry and Commerce, and assurance to that it remains aligned with leading practices in terms of "Corporate Governance" issued by the Organization for Economic Cooperation and Development (hereinafter referred to as the "OECD"), has prepared and approved this policy.

In Zain BH, the board is expected to maintain the highest level of corporate ethics and personal behavior. Therefore, the company has adopted a code of conduct which provides an ethical and legal framework for all Directors in the conduct of its Business. The code of conduct will ensure and promote the ethical behavior, honesty and fair dealing in the business and professional interactions, which will contribute to the desired results. In addition, the Directors is legally boundby the CBB rulebook volume (6) "Capital Market", High-level control, Chapter 2, to make every practicable effort to arrange his personal and business affairs to avoid a conflict of interest situation with Zain BH and shall inform the Company of any conflicts of interest.

Definitions

The following words and expressions shall have the meaning assigned to them:

“Annual report” Zain Bahrain B.S.C. annual report.

“Director” means any Member of the Board of Directors of Zain BH.

“CEO”means Chief Executive Office or any person that has such authority

“CBB” Central Bank of Bahrain.

“Commercial Companies law”The Commercial Companies Law 2001 of the Kingdom of Bahrain, promulgated by Legislative Decree No. 21/2001

“Company” means listed Company in Bahrain Bourse.

“Controlling shareholder” means any shareholder who holds 10% or more of the share capital or is able to exercise (or control the exercise of) 10% or more of the voting power in the company.

“Zain Bahrain” Zain Bahrain B.S.C.

  1. Business Ethics

The trust and confidence of those Zain BH deals with have to be protected. The Company’s good name and reputation must remain impeccable.

  1. Zain BH is committed to conducting its affairs in a manner that will gain the respect and admiration of its stakeholders. Honest and fair dealing with our business and professional interactions contribute to the desired results.
  2. Zain BH adheres to all laws, regulations, and professional business practices effecting its operations.
  3. Business and customer information are prohibited from being shared. Each Director within their own position is held legally and ethically responsible for protecting such information.
  4. Director handling company's assets and /or stock are held legally and ethically responsible to protect it. Keeping it unsecured may hold the Director responsible in case of damage or loss. Internal processes are to be applied when transferring ownership of the asset/stock.
  5. Zain BH treats all its stakeholders and customers with respect and expects all Directors to serve and to respect their customers and stakeholders in the best possible manner.
  6. Zain BH respects the copy right laws. Directors are not permitted to violate the copyright contained in software licenses and agreements.
  7. Issues, questions and breaches should be discussed within proper channels.
  8. All matters affecting potential litigation must be brought to the attention of the legal department.
  1. Conflicts of Interest

3.1 Personal Accountability

Each Director must understand that under the Commercial Companies Law he is personally accountable to the company and the shareholders if he violates his legal duty of loyalty to the company, and that he can be personally sued by the company or the shareholders for such violations.

The duty of loyalty includes a duty not to use property of the Company for his personal needs as though it was his own property, not to disclose confidential information of the Company or use it for his personal profit, not to take business opportunities of the Company for himself, not to compete in business with the Company, and to serve the Company's interest in any transactions with the Company in which he has a personal interest.

A Director should be considered to have a “personal interest” in a transaction with Zain BH if:

(a) He himself; or

(b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or

(c) Another company of which he is a director or controlling shareholder is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minim is in value should not be included.)

3.2 Avoidance of Conflicts of Interest

3.2.1 Each Director must make every practicable effort to arrange his personal and business affairs to avoid a conflict of interest with the company.

The Board must establish and communicate to its members and management, policies and procedures for the identification, reporting, disclosure, prevention, or strict limitation of potential conflicts of interest. It is senior management's responsibility to implement these policies. In particular, the CBB requires that any decisions to enter into transactions, under which approved persons would have conflicts of interest that are material, should be formally and unanimously approved by the full board. Best practice would dictate that an approved person must:

  • Not enter into competition with Zain BH;
  • Not demand or accept substantial gifts from Zain BH, for himself or connected persons;
  • Not misuse Zain BH's assets;
  • Not to use Zain BH privileged information or take advantage of business opportunities to which it is entitled, for himself or his associates;
  • Absent themselves from any discussions or decision-making that involves a subject where they are incapable of providing objective advice or which involves a subject or (proposed) transaction where a conflict of interest exists.

3.2.2 Each Director must inform the entire Board in writing of conflicts of interest immediately as they arise and abstain from voting on the matter in accordance with the relevant provisions of the Commercial Companies Law.

This disclosure must include all material facts in the case of a contract or transaction involving the Director. The Directors and must understand that any approval of a conflict transaction is effective only if all material facts are known to the authorizing persons and the conflicted person did not participate in the decision and that such information must be disclosed in the annual report.

The Board should establish formal procedures for:

(a) Periodic disclosure and updating of information by each Director on his actual and potential conflicts of interest; and

(b) Advance approval by disinterested directors or shareholders of all transactions in which a company Director has a personal interest. The Board should require such advance approval in every case.

Any conflict transaction or contract that could be considered material should be tabled at a shareholders meeting for approval. Zain Bahrain Company must disclose to its shareholders in the Annual Report any abstention from voting motivated by a conflict of interest and must disclose to its shareholders any authorization of a conflict of interest contract or transaction in accordance with the Commercial Companies Law.

  1. Publication

This document will be available with Investor Relations, Compliance, Corporate Governance & General Management Office.

Policy Enforcement

It is the responsibility of each Board Director to adhere to this Policy. Should you have any enquiries concerning this Policy you may refer to Company’sInvestor Relations, Compliance, Corporate Governance & General Management Office.

ZAIN BH BSC-VB Internal Policy–Directors’ Code of Coduct Policy

CG Policy issue no. 1