Governance

Corporate Governance Requirements applicable in respect of entities specified in Section 9 of the Listing Rules of the Colombo Stock Exchange

Rule 9.2 – Policies

This disclosure is prepared to comply with Rule 9.2 of the Colombo Stock Exchange (CSE) Listing Rules, whereby Abans PLC is required to establish and maintain the following policies. The policy framework below reflects the policies and governance practices evidenced in the Abans PLC policy documents provided for this exercise and the Company’s Annual Report 2025/26.

1) Policy on matters relating to the Board of Directors
2) Policy on Board Committees
3) Policy on Corporate Governance, Nominations and Re-election
4) Policy on Remuneration
5) Policy on Internal Code of Business Conduct and Ethics for all Directors and employees, including policies relating on trading in the Entity’s listed securities
6) Policy on Risk Management and Internal Control
7) Policy on Relations with Shareholders and Investors
8) Policy on Environmental, Social and Governance (ESG) Sustainability
9) Policy on Control and Management of Company Assets and Shareholder Investments 10) Policy on Corporate Disclosure
11) Policy on Whistleblowing
12) Policy on Anti-Bribery and Corruption

Abans PLC has established policies and governance frameworks covering the above areas. Certain areas are addressed through combined policies, notably Control and Management of Company Assets and Shareholder Investments. Other areas, including Risk Management and Internal Control, are addressed through the Company’s Enterprise Risk Management Framework, internal control procedures and related governance mechanisms. The Annual Report 2025/26 also evidences the operation of the Abans Code of Conduct, Whistle Blowing Policy and the Audit Committee’s oversight of non-audit services and auditor independence. Below are the key features of each policy / framework relevant to Rule 9.2:

1. Matters relating to the Board of Directors
• The policy establishes the principles governing the composition, balance, functioning and responsibilities of the Board.
• It addresses Board composition, the roles of the Chairperson and Managing Director/CEO, Board balance and Board performance appraisal.
• It covers Board meeting frequency and participation, maximum directorships, trading in securities and annual monitoring of Directors’ adherence to governance requirements.
• Changes to Board composition are subject to immediate market announcement in accordance with applicable requirements.

2. Board Committees
• The policy provides the framework for establishing and maintaining the Board Committees required under the CSE Listing Rules.
• Abans PLC has Nominations & Governance, Remuneration, Audit and Related Party Transactions Review Committees.
• It addresses committee composition, responsibilities, Terms of Reference and reporting to the Board.
• Committee reports are included in the Annual Report for stakeholder reference.

3. Corporate Governance, Nominations and Re-election
• The policy provides a structured process for identifying, evaluating, appointing and reappointing Directors.
• It covers fit and proper assessments, Board and committee composition, Board evaluations, succession-related matters and appointment of MD/KMPs.
• It also addresses conflicts of interest and periodic review of the corporate governance framework.

4. Remuneration
• The policy establishes a fair and transparent framework for remuneration of Directors and Key Management Personnel.
• No Director is involved in determining his/her own remuneration.
• Non-Executive Directors receive fees based on Board/Committee participation and responsibilities, while remuneration is benchmarked against comparable organisations and reviewed annually or when required.
• Aggregate remuneration paid to Directors is disclosed in the Annual Report.

5. Code of Business Conduct and Ethics
• Abans PLC’s Annual Report 2025/26 confirms that the Abans Code of Conduct forms part of its internal governance framework.
• The Company states that high standards of business conduct and ethics are integral to its culture, with HR policies and procedures addressing employee conduct.
• The framework is intended to support ethical behaviour, compliance and responsible conduct by Directors, employees and relevant personnel.

6. Risk Management and Internal Control
• The Annual Report 2025/26 confirms an Enterprise Risk Management framework and an internal control system.
• The framework provides for identification, assessment, monitoring and management of significant risks and alignment of risk appetite with business strategy.
• The Board retains overall accountability for risk governance; risk assessments are reviewed by the Audit Committee at least quarterly.
• Internal Audit provides independent and objective assurance over internal controls and governance, while the Board reviews the effectiveness of the internal control system.

7. Relations with Shareholders and Investors
• The policy is designed to maintain timely and fair communication with shareholders and investors.
• General meetings are the primary forum for shareholder participation, with provision for physical/virtual participation and proxies.
• The Annual Report is the major annual communication and is made available through the CSE website and in hard copy.
• Shareholders may communicate with Directors through the Company website or Company Secretary, and shareholder concerns are reported to the Board.

8. Environmental, Social and Governance (ESG) Sustainability
• The policy integrates ESG principles into corporate strategy, decision-making, risk assessment and corporate reporting.
• It covers environmental responsibility, social responsibility, human rights, responsible sourcing, employee development and community initiatives.
• It also sets out the Company’s commitment to governance, integrity, transparency, accountability and compliance with applicable requirements.
• The policy is reviewed periodically or when operating conditions require.

9. Control and Management of Company Assets and Shareholders Investment
• The policy applies to assets owned by the Company and covers their design, construction, operation, maintenance and disposal.
• It promotes effective asset utilisation, risk reduction, lifecycle planning, investment analysis and continuous improvement.
• The Board approves the asset management policy and funding priorities, while management and relevant functional heads are responsible for implementation.
• It seeks to generate sustainable returns while considering financial and non-financial results, risks, capital structure, social and environmental impacts and corporate governance.
• Responsible investment and sustainability considerations are incorporated into investment decision-making.
• The policy states that investments are subject to review through the Investment Committee headed by the Chief Investment Officer.

10. Corporate Disclosure
• The policy requires corporate disclosures to be clear, concise, accurate and not misleading.
• The CSE website is used for corporate disclosures, together with the Company’s corporate website and other communication channels where appropriate.
• Corporate disclosures are made by authorised Board/management representatives, while shareholder-related announcements are handled by the Company Secretaries in accordance with regulatory requirements.
• Interim and annual financial information and related disclosures are included in the Annual Report, with past Annual Reports made available through the CSE and corporate website.

11. Whistleblowing
• The Annual Report 2025/26 confirms that Abans PLC has a Whistle Blowing Policy encouraging staff to raise concerns regarding suspected wrongdoing or irregularities.
• Independent investigations are undertaken in relation to whistleblowing matters.
• The policy provides for strict confidentiality regarding the identity of whistleblowers.

12. Anti-Bribery and Corruption
• The policy establishes a zero-tolerance towards bribery and corruption and applies to Company personnel and relevant third parties.
• It prohibits bribes, facilitation payments and improper benefits, and addresses gifts, hospitality, third-party relationships, political/community donations and accurate record keeping.
• Bribery and corruption risks are assessed, due diligence and training are undertaken, and concerns may be reported through established reporting and whistleblowing channels.
• Breaches may result in disciplinary, legal, financial and reputational consequences.

Each of the above policies will be periodically reviewed and updated, as relevant, as stated within each of the policies.