2025 Nccg corporate governance compliance report

S/No.

Items

Details

i.

Company Name

Eterna Plc

ii.

Date of Incorporation

13th January 1989

iii.

RC Number

RC 124136

iv.

License Number

v.

Company Physical Address

5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos

vi.

Company Website Address

https://www.eternaplc.com

vii.

Financial Year End

31st December 2025

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company

No

ix.

Name and Address of Company Secretary

David Edet

5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos

x.

Name and Address of External Auditor(s)

PricewaterhouseCoopers

FF Millenium Towers, 13/14, Ligali Ayorinde Street, Victoria Island, Lagos.

xi.

Name and Address of Registrar(s)

Greenwich Registrars and Data Solutions Ltd

247 Murtala Muhammed Way, Yaba,

Lagos

xii.

Investor Relations Contact Person (Email and Phone No.)

David Edet david.edet@eternaplc.com

07031053365

xiii.

Name of the Governance Evaluation Consultant

Alsec Nominees Limited

xiv.

Name of the Board Evaluation Consultant

Alsec Nominees Limited

S/No.

Names of Board Members

Designation (Chairman, MD, INED,

NED, ED)

Gender

Date First Appointed/ Elected

1.

Dr. Gabriel Ogbechie

Chairman

Male

20th October 2021

2.

Mr. Olumide Adeosun

MD/CEO

Male

3rd February 2025

3.

Mrs. Phoebean Ifeadi

Executive Director

Female

20th October 2021

4.

Mrs. Godrey Ogbechie

Non-Executive Director

Female

20th October 2021

5.

Mr. Emmanuel

Omuojine

Non-Executive Director

Male

20th October 2021

6.

Mr. Anibor Kragha

Independent Non-Executive Director

Male

20th October 2021

7.

Barr. Okechukwu Omezi

Independent Non-Executive Director

Male

20th October 2021

8.

Dr. Akinwande Ademosu

Independent Non-Executive Director

Male

1st March 2022

9.

Mrs. Bunmi Agagu-Adu

Executive Director

Female

15th July 2024

10.

Mr. Okechukwu Ashiegbu

Executive Director

Male

15th July 2024

S/No.

Names of Board Members

No. of Board

Meetings Held in the Reporting Year

No. of Board

Meetings Attended

in the Reporting

Year

Membership of Board

Committees

Designation (Member or Chairman)

Number of Committee

Meetings Held in the

Reporting Year

Number of Committee

Meetings Attended in the

Reporting Year

1.

Dr. Gabriel Ogbechie, OON

5

5

Nil

Chairman

Nil

Nil

2.

Mr. Olumide Adeosun

5

4

SFI*

Member

2

2

RMHSSS*

Member

3

3

3.

Mrs. Phoebean Ifeadi

5

5

SFI

Member

2

2

RMHSSS

Member

3

3

4.

Mrs. Godrey Ogbechie

5

5

GNR*

Member

3

3

SFI

Chairperson

2

2

5.

Mr. Anibor Kragha

5

5

GNR

Member

3

3

SAC*

Member

4

4

RMHSSS

Chairman

3

3

6.

Barr. Okechukwu Omezi

5

4

GNR

Chairman

3

3

RMHSSS

Member

3

3

7.

Mr. Emmanuel Omuojine

5

5

SFI

Member

2

2

SAC

Member

4

4

RMHSSS

Member

3

3

8.

Dr. Akinwande Ademosu

5

5

SFI

Member

2

2

9

Dr. Bunmi Agagu-Adu

5

5

SFI

Member

2

2

10

Mr. Okechukwu Ashiegbu

5

5

RMHSSS

Member

3

3

S/No.

Names

Position Held

Gender

1.

Olumide Adeosun

MD/CEO

Male

2.

Phoebean Ifeadi

ED - Corporate Services

Female

3.

Bunmi Agagu

ED & MD, Eterna Industries Ltd.

Female

4.

Okechukwu Ashiegbu

ED/ Chief Operating Officer

Male

5.

Aliu Kamiyo

Chief Financial Officer

Male

6.

David Edet

General Counsel/Company Secretary

Male

7.

Arinze Mbanusi

Head Lubricants, Sales and Marketing

Male

8.

Olanrewaju Aliu

Head, HSSE

Male

9.

ThankGod Simeon

Head, Human Resources

Male

10.

Solomon Idongesit

Head, Logistics

Male

11.

Austin Samuel

Plant Manager

Male

12.

Eniola Olufemi

Head, Asset Management

Male

13.

Bosun Olabintan

Head, Technology

Male

14.

Faith Adetoye

Head, Finance

Female

15.

Modestus Egegbara

Head, Internal Audit/Risk

Male

16.

Festus Abraham

Depot Manager

Male

17.

Paul Oparah

Head, Retail

Male

18.

Peter Odion

Head, LPG & Alternative Energy

Male

19.

Victor Umoh

Lead, Strategy

Male

20.

Moses Adefolaju

Aviation Commercial Manager

Male

21.

Pamela Nwocha

Head, Commercial and Industrial

Female

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes

"A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

The last review of the Board Charter was done in March 2026.

Principle 2: Board Structure and Composition

"Theeffectivedischarge ofthe responsibilities of the Boardanditscommittees is assuredby an appropriate balance of skills anddiversity (including experience and gender) without compromising competence, independence and integrity "

i) What are the qualifications and experiences of the directors?

The Board is comprised of highly qualified and experienced professionals. A profile of the Board can be found on our website: https://www.eternaplc.com

ii) Does the company have a Board-approved diversity policy? Yes/No Ifyes,towhatextenthavethediversity targets been achieved?

Yes

The targets have been significantly achieved. The Board is comprised of 10 Directors, 3 of whom are Female.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes.

1. Dr. Gabriel Ogbechie - Rainoil Ltd; Globus Bank Ltd.

2. Mrs. Godrey Ogbechie - Rainoil Limited

3. Mr. Emmanuel Omuojine - Rainoil Limited

4. Mrs. Phoebean Ifeadi - Brilax Oil Limited

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

No.

All Board Committees are chaired by either Independent Non-Executive Directors or Non-Executive

Directors.

Principle 3: Chairman

i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.

No.

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

The Board Chairperson does not belong to any Board Committee. In addition, Co mmi t t ee C h a i r per s o n s are appointed by the Board Chairperson.

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

None.

The Board Chairperson was not in attendance at any Board Committee meeting.

iii) Is the Chairman an INED or a NED?

NED

iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

If yes, when did his/her tenure as MD end?

No. The Chairman has neither served as MD nor ED of the company.

v) When was he/she appointed as Chairman?

20th October 2021

4

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document

Yes.

The Board's comprehensive Corporate Governance Framework as

well as the Board Charter.

Principles

Reporting Questions

Explanation on application or deviation

Principle 4: Managing Director/ Chief Executive Officer

i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is itspecified?

Yes

"The Managing

Director/Chief Executive Officer is the head of management delegated by the Board to run theaffairs of the Company to achieve its strategic objectives for sustainable corporate performance"

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The Strategy, Finance & Investment Committee.

The Risk Management, Health, Safety, Security and Sustainability Committee.

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company(ies)?

No.

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs havecontracts of employment?

Yes/no

Yes

All Executive Directors are given an employment contract upon acceptance of the offer.

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?

Yes

iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

iv) Are there EDs serving as NEDs in any other company?

Yes/No

If yes, please list

Yes

Mrs. Phoebean Ifeadi - Brilax Oil Limited

v) Are their memberships in these companies in line with Board-approvedpolicy?Yes/No

Yes

Principle 6: Non-Executive Directors

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?

Yes

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes

iii) Do the NEDs declare any conflict of interest on

appointment, annually, thereafter and as they occur? Yes/No

Yes

iv) Are NEDs providedwith information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes. Prior to all meetings, upon their request and as soon as urgent and important matters come up.

v) What is the process of ensuring completeness and adequacy of the information provided?

Additional checks are made to confirm all

available information is provided.

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor?

Yes/No

Yes

Principle 7: Independent Non-Executive Directors

i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code?

Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

Independent Non-Executive

Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

ii) Are there any exceptions?

No.

iii) What is the process of selectingINEDs?

Through an independent and objective criterion

in line with the company's Corporate Governance Framework as well as the Board Charter.

iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes

All Directors were given Letters of Appointment, which were accepted by the

Directors. The Letters specify their duties and terms of engagement.

v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is

theprocess?

Yes

By re-affirmation.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No.

ix) What are the components of INEDs remuneration?

Yearly Fees and sitting allowance

Principle 8: Company Secretary

i) Is the Company Secretary in-house or outsourced?

The Company Secretary is In-House

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"

ii) What is the qualification and experience of the Company Secretary?

A legal practitioner called to the Nigerian Bar with extensive legal, corporate commercial, company secretarial, compliance and corporate governance experience spanning a decade.

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes

iv) Who does the Company Secretary report to?

The Company Secretary reports functionally

to the Board Chairman and administratively to the MD.

v) What is the appointment and removal process of the Company Secretary?

The Company relies on provisions in the MEMART, CAMA, and the Code of Corporate Governance in the appointment or removal of

the Company Secretary.

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The Board of Directors.

Principle 9: Access to Independent Advice

i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes

"Directors are sometimes required to make decisions of a technical and complex nature that may require independent

external

expertise"

The Corporate Governance Framework; in line with CAMA.

ii) Who bears the cost for the independent professional advice?

The Company

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

No, the Board did not obtain independent

7

Professional advice during the period.

Principle 10: Meetings of the Board

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the

i) What is the process for reviewing and approving minutes of Board meetings?

Collectively by the Board at subsequent meetings.

ii) What are the timelines for sending the minutes to Directors?

2 weeks after the Board Meetings.

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

All our directors meet attendance requirements.

Meeting attendance is considered for re-election.

Principles

Reporting Questions

Explanation on application or deviation

strategic objectivesof the

Company"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes, the Board Committee have terms of reference which set out their responsibilities as Committee Members.

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

Collectively by the Board Committee members at subsequent meetings.

iii) What are the timelines for sending the minutes to the directors?

Two weeks after the meetings.

iv) Who acts as Secretary to board committees?

The Company Secretary

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Governance, Nomination and Remuneration Committee

2. Governance, Nomination and remuneration committee

3. Audit Committee

4. Risk Management, Health, Safety, Security and Sustainability Committee

vi) What is the process of appointing the chair of each committee?

Board reviews and approves the appointment of Committee Chairpersons.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

The Committee is made up of 2 INEDs and 1 NED

viii) Is the chairman of the Committee a NED or INED ?

INED

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes

Every 3 years.

x) How often are Board and Committee charters as well as other governance policies reviewed?

Every 3 years as required by the Corporate Governance Framework or as specified in the policies.

xi) How does the committee report on its activities to the Board?

Through a formal documented process. A detailed report of its activities is presented to the general Board.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

The Committee is made up of 2 INEDs and 1 NED

xiii) Is the chairman of the Committee a NED or INED?

INED

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

No.

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes, members of the Committee are financially literate.

xvi) What are their qualifications and experience?

1 Chartered Accountant, 1 holder of Master of Business Administration, 1 COREN Registered Engineer with a PGD (Management

Accounting), 2 BSC holders,

xvii) Name the financial expert(s) on the Committee responsible for Audit

Mr. Emmanuel Omuojine (FCA)

Principles

Reporting Questions

Explanation on application or deviation

xviii) How often does the Committee responsible

for Audit review the internal auditor's

reports?

Every Quarter

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes, the Company has a board approved internal control framework.

xx) How does the Board monitor compliance with the internal control framework?

Through a structured reporting process at every quarterly meeting.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes

The Audit Committee reviews the external auditors management letter, key audit matters

and management responses and makes recommendations to the Board.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes, there is a board approved policy on this.

xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?

At least twice.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committeea NED or an INED?

The Chairman of the Risk Committee is an INED

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes

2016. Revised in 2023.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

At every meeting.

October 2025

xxvii) Does the Company have a Board- approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes, the Company has a Board approved IT Data Governance Framework.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

Quarterly

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

Yes

xxx) How many meetings of the Committee did the CRO attend during the period under review?

3

Principle 12: Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes

ii) What criteria are consideredfor their appointment?

Experience, integrity, skills, diversity, knowledge and commitment.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

Background checks and recommendations.

1. Is there a defined tenure for thefollowing:

   1. The Chairman

   2. The MD/CEO

   3. INED

Yes

1. 12 years

2. 10 years

3. 9 years

Principles

Reporting Questions

Explanation on application or deviation

1. NED

2. EDs

1. 12 years

2. 12 years

v) Please state the tenure

See above.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

i) Does the Boardhave a formal induction programme for new directors? Yes/No

Yes

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

Yes.

3rd - 7th February 2025

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes.

EY Audit Transformation Summit in November 2025.

Directors are scheduled for an intensive training program in 2026.

iv) How do you assess the training needs of Directors?

Based on skill gaps and needs.

v) Is there a Board-approved training plan?

Yes/No

Yes

vi) Has it been budgeted for? Yes/No

Yes

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board andthe Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approvedpolicy for evaluating Board performance? Yes/No

Yes

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

Yes.

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

External

2025

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

No.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

No.

Upon conclusion of the board evaluation exercise, the Chairman will discuss the report with the directors and same will be

Considered at the Board Meeting in April 2026.

vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No

Yes.

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

Yes

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

Yes.

Upon conclusion, the Chairman will discuss the report with the directors and same will be considered at the Board Meeting in April 2026.

iii) If yes, please indicate the date of last presentation.

To be presented to the Board in April 2026.

iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

The summary of the Corporate Governance Evaluation will be included in the 2025 Annual Report,

which will be uploaded on our Investors Portal.

Principle 16: Remuneration Governance

i) Is there a Board-approved Directors'

remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes

Every 3 years.

Principles

Reporting Questions

Explanation on application or deviation

"The Boardensuresthat the

Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

ii) Provide details of directors' fees, allowances

and all other benefits paid to them during the period under review

Annual Fee- N30,000,000 - Chairman N20,000,000 - NEDs

Sitting Allowance for Chairman-N700,000.00

Sitting allowance for NED for Board Meetings- N500,000.00

Sitting Allowance for Committee Chairman at Committee Meetings-N500,000.00

Sitting Allowance for Committee Members at Committee Meetings- N400,000.00

iii) Is the remuneration of NEDSpresented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes

At the 32nd Annual General Meeting which held on 24th July 2025.

iv) What portion of the NEDs remuneration is linked to company performance?

None

v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yes Significantly.

vi) Has the Board set KPIs for Executive Management?

Yes/No

Yes, the Board sets KPIs for Executive Management?

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No

No, the MD/CEO, EDs and Company Secretary do not receive sitting allowances and/or directors fees.

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None received sitting allowance or fees.

x) Is there a Board-approved clawback policy for Executive management? Yes/No

If yes, attach the policy.

No.

Principle 17: Risk Management

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"

ii) How often does the company conduct a risk assessment?

On a continuous basis.

iii) How often does the board receive and review risk management reports?

Quarterly.

Principle 18: Internal Audit

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal

ii) Does the company have a Board-approved internal audit charter ? Yes/No

Yes

controlsystems"

iii) Is the head of internal audit a member of senior management? Yes/No

Yes

iv) What is the qualification and experience of the head of internal audit?

Chartered Accountant (ACA), with over 13

years' experience.

v) Does the company have a Board-approved annual risk-basedinternal audit plan? Yes/No

Yes

vi) Does the head of the internal audit function

report at least once every quarter to the committee responsible for audit, on the

Yes

Principles

Reporting Questions

Explanation on application or deviation

adequacy and effectiveness of

management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

Yes

The assessment for 2024 has been completed and was conducted by PwC.

2024.

viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The Audit Committee

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes

Last date of review was the 25th of April 2023.

ii) Does the Board ensure that the whistleblowing mechanism and process are reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes, The Company maintains dedicated whistleblowing channels that are accessible to all stakeholders ensures anonymity and protects whistleblowers

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes, at every meeting of the Committee in each quarter

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Board through the Statutory Audit Committee.

ii) Who approves the appointment, re-appointment, and removal of External Auditors?

The Board, subject to ratification by the Shareholders.

iii) When was the first date of appointment of the External auditors?

2025

iv) How often are the audit partners rotated?

The audit partners are rotated every 5 years.

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding ofthe

Company's business,

governance and

performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

22 days

ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

Yes

Principle 22: Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance

1. Is there a Board-approved policy on

   shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's

website?

Yes

Last date of review was December 2023.

Principles

Reporting Questions

Explanation on application or deviation

their needs, interests and

expectations with the

objectives of the Company"

ii) How does the Board engage with Institutional

Investors and how often?

Engagement is done via AGM and via direct engagements from time to time.

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and

general rights, particularly the interest of minority shareholders, promote good governance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes

Principle 24: Business Conduct and Ethics

"The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes

1. Yes

2. It is applicable to all.

ii) When was the date of last review of the policy?

September 2020

iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes

iv) What sanctions wereimposedfor theperiod under review for non-compliance with the COBE?

There was no non-compliance recorded within the period.

Principle 25: Ethical Culture

"The establishment ofpolicies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities,

1. Is there a Board- approvedpolicy on insider trading? Yes/No

   If yes:

   1. When was the last date ofreview?

   2. How does the Board monitor compliance with this policy?

Yes

1. It was last reviewed on the 25th of April 2023.

2. Through the Company Secretariat.

mitigates the adverse effects of these abuses on the Companyand promotes good ethical conduct and investor confidence"

1. Does the company have a Board approved policy on related party transactions? Yes/No If yes:

   1. When was the last date ofreview?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees(Specify)

      4. Third parties (Specify)

Yes

1. The policy is part of the Corporate Governance Framework reviewed last in December 2023.

2. The Board ensures that related party transactions are done at arms length in line with the policy.

3. It is applicable to all.

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

Each Director has the opportunity to disclose related party transactions.

Principles

Reporting Questions

Explanation on application or deviation

1. Does the company have a Board-

   approved policy on conflict of interest?

   Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is thepolicyapplicable to any or allof the following:

      1. Senior management

      2. Other employees (Specify)

Yes

September 2020

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational

and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes, there is a Board approved sustainability policy.

2025.

ii) How does the Board monitor compliance with the policy?

The Risk Management Committee has been tasked with monitoring compliance of the Sustainability Policy.

iii) How does the Board report compliance with the policy?

As part of Board Papers.

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No If yes, when was it last reviewed?

Yes

December 2022

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

Yes, there is an approved policy.

ii) Does the Company have an up-to-date investor relation portal? Yes/No

If yes, provide the link.

Yes investors@eternaplc.com

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes, the Company's annual report includes a

summary of the Corporate Governance Report/

ii) Hasthecompanybeenfinedby any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No, the company was not fined by a regulator during the reporting period.