CORPORATE GOVERNANCE

Depa PLC (for the purpose of this report, the Company) is a public company incorporated in the Dubai International Financial Centre, United Arab Emirates (the DIFC) and was admitted to the official list of securities on the Nasdaq Dubai in 2008.

In addition to other applicable laws and regulations, the Company is required to comply on an ongoing basis with the obligations of the DIFC's Companies' law regime, the Dubai Financial Services Authority (the DFSA) Markets Rules and the rules of the Nasdaq Dubai. Under these particular laws and regulations, the Company should have in place a corporate governance framework which promotes the prudent and sound management of the Depa Group in the long-term interest of the Company and its shareholders.

This corporate governance report (the CG Report) demonstrates how the Company aims to ensure that the Group's business is managed prudently and soundly, through an effective corporate governance framework including:

• Effective and accountable leadership with a clear division of responsibility;

• Well-defined and well-integrated systems of risk management, internal control and compliance; and

• A performance driven culture with remuneration structures and strategies which are aligned with the long-term interests of the Company and its shareholders.

The Company has adopted all the corporate governance principles as stipulated by the DFSA under its Market Rules which could be evidenced from the information provided throughout the CG Report, except where duly notified through disclosures made from time to time via publications by the Company or website of the Company.

Subsequent Events

Where appropriate and relevant, subsequent event notes are included in the CG Report to reflect key updates as at the date of publication of this Annual Report.

Communication With Shareholders

The Company held an extra ordinary general meeting on 11 March 2022 (the EGM 2022) electronically via web application in accordance with the Articles of Association of the Company (the Articles) and the applicable laws and procedures of DIFC, DFSA and Nasdaq Dubai. At the EGM 2022, the shareholders, by passing ordinary resolutions, approved to allot an aggregate nominal amount of US$750 represented by Ordinary A shares in the capital of the Company, together with relating subscription rights and related matters.

Subsequently, the Company held its annual general meeting on 1 June 2022 for the financial year ended on 31 December 2021 (the AGM 2022) which was also conducted electronically via web application in accordance with the Articles and the applicable laws and procedures of DIFC, DFSA and Nasdaq Dubai. At the AGM 2022, the shareholders by passing ordinary resolutions approved the Company’s financial statements as at and for the financial year ended on 31 December 2021 (together with the auditor’s report), appointed the external auditors of the Company for the financial year ending on 31 December 2022 and re-appointed Marwan Shehadeh and Ahmed Ramdan as non-executive directors of the Company.

Pursuant to the resolution passed at the AGM 2022 authorizing the Board to determine the remuneration payable to the external auditor for FY 2022, the Board resolved to pay AED 1,666,139 to PricewaterhouseCoopers in connection with their engagement for FY 2022.

All eligible shareholders are provided with equal opportunity to vote on the resolutions, to engage with the Board of Directors of the Company (the Board) and the senior management of the Company (the Management) and submit questions both in advance and in real time through the online portal used to conduct the meeting.

The Company's full and half year financial results, as well as quarterly trading updates and other ad hoc market disclosures, are communicated to shareholders via the Company's website and the Nasdaq Dubai, in accordance with the requirements of DFSA’s Markets Rules.