Abu Dhabi National Oil for Distribution : 2022 Corporate Governance Report (English)

Abu Dhabi National Oil Company for Distribution PJSC (ADNOC Distribution or the Company) is the UAE's largest fuel and retail convenience brand, operating 502 service stations and 362 convenience stores across all seven emirates as of 31 December 2022. The Company expanded its retail fuels operations internationally in 2018 in the Kingdom of Saudi Arabia, where it operates 66 retail fuel stations as of 31 December 2022.

Over the past twelve months, the Company has demonstrated its strength, agility, and resourcefulness, successfully navigating global economic challenges by doubling down on strategic and innovative solutions. We have progressed our smart growth strategy, seeing continued expansion of our products and services nationally and internationally, setting the foundations for becoming a global fuel retailer.

As our reach and influence continue expanding, we are acutely aware that so too does our corporate responsibility to develop and maintain operational and governance excellence. The consensus among both academic and business leaders confirms the necessity of robust organization-wide corporate governance that is committed to driving enhanced management accountability, creating value for shareholders, and safeguarding the interests of all stakeholders within communities served.

For this reason, we remain resolutely committed to our corporate governance framework that fulfils all applicable laws and regulations while complying with the highest standards of international best practices. Designed and implemented in line with our culture and values, this framework aims to ensure the long-term sustainability of our business, with the broad ambition of helping the Company achieve its goals - as dictated by our vision and mission statements.

In this pursuit, we hold in high esteem our core values to be progressive, collaborative, respectful, responsible, and efficient. These fundamental principles guide our decision-making from the highest levels of the Company and ensure consistency in our actions and behaviours.

This report provides an overview of ADNOC Distribution's corporate governance systems and procedures as of

31 December 2022, and has been filed with the Securities and Commodities Authority (SCA) and posted on the Abu Dhabi Exchange (ADX) website as well as the ADNOC Distribution website.

H.E. DR. SULTAN AHMED AL JABER

Chairman of the Board of Directors

February 2023

* The General Counsel is responsible for and oversees the Company's internal control function.

2022 Corporate Governance Report

OUR CORPORATE GOVERNANCE OVERVIEW

The Company is committed to adhering to sound principles of corporate governance, and as a result, we have implemented and continue to maintain a corporate governance framework that complies with the requirements applicable to public joint stock companies

in the United Arab Emirates (the UAE) and that are consistent with international best practices.

In order to accomplish these goals and guarantee compliance with the specific requirements of the Corporate Governance Code relating to accountability, equity (the fair treatment of shareholders), transparency and disclosure, and responsibility, the Company maintains a corporate governance policy in addition to a number of other related policies and practices that serve as the fundamental skeleton of our corporate governance system. These policies and practices form the backbone of our overall corporate governance structure. Below is a brief summary of some of the key policies that we have implemented and under which we operate.

CORPORATE GOVERNANCE POLICY

Our Corporate Governance Policy provides clear guidance on: (a) the Company's corporate governance structure and the interface between the Company and its stakeholders; (b) the authorities and decision-making mechanisms within the Company and between its stakeholders; and (c) the role and responsibilities of the Company's corporate governance function.

DIVIDEND POLICY

Our Dividend Policy sets out the clear and transparent criteria and method for the distribution of our profits such that the distribution of our profits serves

the interests of both ADNOC Distribution and its shareholders.

The payment of dividends is subject to consideration of: (a) the cash management requirements of the Company for operating expenses, interest expense, and anticipated capital expenditures; and (b) market. conditions, the then current operating environment in our markets, and the outlook for the business of the Company. In addition, any level or payment of dividends will depend on, among other things, future profits and the business plan of the Company, at the discretion of the Board of Directors and approval of the Shareholders.

Under our Articles of Association, the Company may distribute quarterly, semi-annual and/or annual dividends to shareholders from operating profits and/ or accumulated profits of the Company. The Company currently intends to pay a dividend twice each fiscal year, with an initial interim payment in October of that year and a second payment in April of the following year.

2022 Corporate Governance Report

CODE OF CONDUCT

Our Code of Conduct demonstrates ADNOC Distribution's commitment to compliance and ethical behavior in all that it does. Our Code of Conduct

1. sets out the minimum standard of conduct that we expect from anyone working for or on behalf of
   ADNOC Distribution; and (b) provides a set of basic rules and standards that are designed to ensure that our business is conducted in an ethical and compliant manner and in accordance with our core values.

CORE VALUES

WE ARE

COLLABORATIVE

WE ARE

RESPECTFUL

WE ARE

PROGRESSIVE

WE ARE

2022 Corporate Governance Report

2022 Corporate Governance Report

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DEALINGS

RELATED PARTY

TRANSACTIONS POLICY

Our Related Party Transaction Policy is designed to ensure that: (a) transactions with related parties are conducted on arm's length terms; (b) the Board of Directors and senior management are aware of the steps required to approve transactions with related parties; and (c) a legitimate business case is present and which supports the relevant related party transactions, including their arm's length nature. In accordance with this policy, we may not enter into a related party transaction unless it has been approved by: (i) our Board of Directors, where the transaction's value does not exceed 5% of the value of our share capital; or

1. our shareholders at a General Assembly, where the
   transaction's value exceeds 5% of our share capital. The foregoing requirements do not apply to transactions with
   ADNOC and with other ADNOC group companies.

However, for so long as ADNOC owns more than 50% of our shares, we may not enter into transactions with ADNOC or other ADNOC group companies unless such transactions have been approved by our Board of Directors, including a majority of the independent members of the Board of Directors, subject to certain thresholds under our Delegation of Authority Matrix.

INSIDER DEALING POLICY

The requirement to have fair and transparent dealings in our securities is of paramount importance to us and we take

a zero tolerance approach to any activities which would prevent this requirement from being properly implemented.

Accordingly, we have implemented an Insider Dealing Policy to ensure that the obligations and responsibilities of our employees, officers and directors with respect to dealings in our securities are clearly defined. In accordance with the Insider Dealing Policy, we have established an Insider Dealing Committee to oversee the ongoing implementation of this policy.

ANTI-BRIBERY AND

CORRUPTION POLICY

We are committed to doing business lawfully, ethically and with integrity, and we expect all of our employees and representatives to act accordingly. Consistent with this commitment, we take a zero tolerance approach to fraud, bribery and all other forms of corruption. Our Anti-Bribery and Corruption Policy sets forth our requirements to ensure that none of our employees or representatives engage in any of these activities.

COMPLIANCE

INVESTIGATIONS POLICY

Our commitment to operating with integrity includes investigating, where necessary, allegations of ethical misconduct. Our Compliance Investigations Policy and supporting procedures set forth our approach to investigations relating to alleged violation of: (a) ethical business practices; (b) integrity in our interactions and arrangements with third parties; and (c) applicable laws, regulations, policies and procedures relating to ethical business practices and integrity. This policy requires all of our personnel to cooperate fully and truthfully with all investigations and to avoid engaging in certain activities that may hinder or interfere with an investigation.

CONFLICTS OF INTEREST POLICY

We understand that our employees, officers and directors will engage in legitimate social, financial and business activities outside the scope of their work for us. Our Conflicts of Interest Policy sets forth our requirements for the avoidance and management of conflicts of interest that may arise as a result of these other activities, including the avoidance of situations that merely have the appearance of a conflict of interest. Under this policy, conflicts of interest must be promptly disclosed so that the appropriate course of action can be taken in order to protect ADNOC Distribution's interests.

WHISTLEBLOWING POLICY

Having an open, honest and transparent culture supports our commitment to integrity. Our Whistleblowing Policy encourages our employees to report concerns about unethical behavior in connection with our business by assuring confidentiality and by protecting good faith whistle-blowers from retaliation, even if they are mistaken.

GENDER DIVERSITY POLICY

We are committed to advancing gender diversity and equality across the organization and are constantly working to recruit more women in all areas of our business. We are also working on a number of initiatives to advance women's career growth across the Company. To this end, our Gender Diversity Policy has been designed to both Board-level appointments and the company-wide approach to gender diversity. In addition, the Company will continue

to ensure that its female employees obtain access to all necessary training and development in order to achieve their full potential in line with the standards of high performance we expect from all our employees - both men and women alike.

Purchases and sales of our shares and other transactions involving our securities by employees, officers and directors are governed by our Insider Dealing Policy.

The following table sets forth the details of all purchases and sales of our shares undertaken by our Directors, their spouses and their children in 2022: