Introduction

Depa PLC (for the purpose of this Corporate Governance section, the Company) is a public company incorporated in the Dubai International Financial Centre (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 (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 governance 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.

communication with shareholders

The Company held its annual general meeting on 30 June 2021 (the "FY 2021 AGM"). Following the successful staging of the Company’s first on-line AGM in 2020 and in recognition of the restrictions on in person gatherings resulting from the ongoing effects of the COVID-19 pandemic, the FY 2021 AGM was again conducted electronically via web application. This format is approved by the DFSA, the Company’s registrar, Nasdaq Dubai, and further permitted by the Company’s articles of association (the Articles).

All eligible shareholders are provided with equal opportunity to vote on the resolutions, to engage with the Board and 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 Markets Rules.

SUBSEQUENT EVENTS

completion of transaction with the public investment fund (“pif”).

On 11 February 2022, the Company announced that it had entered into a definitive subscription agreement pursuant to which PIF would make a cash investment of AED 150,000,000 in the Company in return for the allotment of 750,000,000 new ordinary A shares (the Subscription Shares) and the issuance of warrants to subscribe for 272,829,158 additional ordinary A shares (the PIF Transaction).

On 11 March 2022, following the satisfaction of all conditions to completion of the PIF Transaction including receipt of the necessary shareholder approvals obtained at the Company’s Extraordinary General Meeting on the same date, the Subscription Shares were allotted and issued, the Warrants were issued, and the AED 150,000,000 cash consideration was received by the Company. Additionally, six individuals were nominated by PIF and appointed to the Depa Board as Non-Executive Directors with effect from 11 March 2022.

As a result of the allotment and issuance of the Subscription Shares, PIF holds approximately 54.5% of voting rights and the rights to distributions of Depa.

Where appropriate and relevant, subsequent event notes are included in this Corporate Governance section to reflect key updates to the Company’s corporate governance framework following the completion of the PIF Transaction as at the date of publication of this Annual Report.