Dubai Islamic Bank PJSC

The Board of DIB shall be held fully accountable, jointly and severally, for the correctness, accuracy and completeness of all information and data contained in this Circular. The Board of DIB further confirms that, according to its collective knowledge and belief, and after having exercised the required duty of care and carried out the relevant studies, there are no other facts or material information which, if not set out in this Circular, would lead to rendering any statement herein to be misleading or would affect the decision of DIB Shareholders to approve the increase of the share capital of DIB through the introduction of the Strategic Investors. [...] The Board has undertaken the procedures in order to complete the requisite Transaction through the Strategic Investment and the Capital Increase. The approvals of each of the Central Bank and SCA of the Transaction have been duly obtained. [...] The Board, in its meeting of 16 July 2019, resolved to recommend to the DIB GM to approve the Capital Increase through the introduction of the Strategic Investors.

The Board Risk Compliance and Governance Committee has the overall responsibility for the development of the risk strategies, frameworks, policies and limits, and for recommending these strategies and policies to the Board of Directors. It is responsible for the fundamental risk issues, and manages and monitors relevant risk decisions. [...] The day-to-day monitoring of risk has been delegated to Risk Management Committee of the Bank. [...] The Risk Management Committee has the overall responsibility to support the Board Risk Compliance and Governance Committee for the development and formulation of the risk strategies, frameworks, policies and limits. It is responsible for ensuring the compliance with all risk limits, monitoring risk exposures and implementing the regulatory guidelines issued by the regulatory bodies (e.g. The Central Bank of the U.A.E.). [...] The Group Risk Management Department is responsible for implementing and maintaining risk related procedures to ensure risk remains within the acceptable range as approved by the Board Risk Compliance and Governance Committee and the Board of Directors. The department is responsible for credit administration, portfolio management, credit risk, liquidity risk, market risk, operational risk, conduct risk and overall risk control.

## Governance

5.1 Board Sustainability Committee

This Board-level committee supports the Board in realizing DIB's long-term sustainability strategy by providing guidance to the Management Sustainability Committee. It ensures that sustainability considerations are integral to the bank's strategic planning and decision-making and in line with overall board directives. The committee reviews progress, reviews and assesses sustainability goals, drives the strategy implementation, and ensures these are aligned with DIB's long-term strategic objectives.

5.2 Management Sustainability Committee

This committee, consisting of senior leadership from various departments, oversees the implementation of sustainability initiatives across the bank. It provides support to the Board Sustainability Committee to discharge its responsibility and ensures departments adhere to the sustainability policy and effectively integrate sustainability into their operations. The committee also facilitates the sharing of best practices across departments to enhance the overall effectiveness of the bank's sustainability efforts.

The Board, proactively navigating the changing expectations of stakeholders and regulators, plays an instrumental role in guiding our sustainable journey. By integrating sustainability into board decisions and establishing a specialised sub-committee, we ensure that our direction remains steadfast and purposeful. [...] The Management Sustainability Committee, consisting of senior leadership executives, is responsible for incorporating defined ESG metrics into decision-making processes. This committee's role is to ensure that sustainability is at the heart of our strategic planning and operational processes. Moreover, at the highest level, we have instituted a Board Sustainability Committee. This committee provides overarching guidance and direction, ensuring that our sustainability efforts are aligned with our corporate goals and the expectations of our stakeholders.

The Board Sustainability Committee (BSC) serves as the primary driver of DIB's sustainability transformation. It plays a pivotal role in overseeing the implementation of the Bank's sustainability strategy and ensuring its alignment with global best practices. [...] The Management Steering Committee (MSC) provides strategic guidance and operational oversight for implementing the Bank's sustainability strategy. The MSC identifies and assesses sustainability-related risks and opportunities, ensuring they are effectively addressed within the Bank's initiatives, operations, and portfolios. This committee also acts as a bridge between management and the Board, reporting progress to the Board Sustainability Committee to ensure transparency and accountability. [...] The Board Risk, Compliance, and Governance Committee (BRCGC) is responsible for the effective integration and monitoring of ESG risks within DIB's overall risk framework, while the Board Audit Committee (BAC) and Group Internal Audit (GIA) department provide the Bank with independent assurance over business activities, including sustainability-related activities.

DIB's ESG governance is organised as follows: \n\n- Sustainability Department with dedicated Vice Presidents leading each of the following areas: ESG Strategy and Transformation, Sustainable Finance and Innovation, and ESG Data and Reporting.\n\n- The Sustainability Department is led by the Chief Sustainability Officer, who is the Chair of the Sustainable Finance Committee (SFC), and Vice-Chair of Management Sustainability Committee (MSC).\n\n - SFC members represent Sustainability, Finance, Credit and Risk Departments\n\n - MSC is comprised of the leaders of each business area and organisational units.\n\n- The Chief Sustainability Officer reports to the Chief Financial Officer, who is also a member of the MSC. The Group CEO is the Chair of the MSC.\n\n- The MSC reports to the Board Sustainability Committee (BSC). The BSC has three members including the chair, all of which are DIB board members. The BSC reports to the Board of Directors.\n\n- In accordance with the bank's governance framework, DIB's Internal Sharia Supervision Committee (ISSC) oversees all activities to ensure that DIB fully aligns with the Sharia Principles, in all its activities, including Sustainable Finance.\n\nDIB is currently identifying sustainability Champions across the business areas and organisational units to drive sustainability initiatives aligned with ESG Strategy." [...] "In the monthly SFC meetings, Business Areas present the suggested new Eligible Assets to the SFC for approval and the SFC approves them (Graph 2., Step II.) based on the mandate it has obtained from the Management Sustainability Committee (MSC). The MSC members represent the leaders across the different Units: \n\n- Chair: Group CEO\n\n- Vice Chair and member: Chief Sustainability Officer\n\n- Members: Chief Financial Officer, Chief Operating Officer, Group Chief Risk Officer, Chief of International Business & RE Investments, Chief of Investment Banking, Chief of Corporate Banking, Chief Consumer Banking Officer, Chief of Treasury, Chief Credit Officer, Chief Digital Officer, Head of Human Resources, Head of Investor Relations & Strategic Communications, and Head of Organisational Effectiveness.\n\nThen, the Sustainable Asset Register is updated to include the new assets deemed Eligible, and assets older than the three-year look-back period are reclassified. (Graph 2., Step III.).