Vika Group Board Charter

This Charter sets out the mandate, composition, responsibilities, and operating procedures of the Board of Directors (the "Board") of Vika Group Holdings and, where applicable, its principal operating subsidiaries. It is the primary constitutional document governing Board conduct and is to be read alongside the Group's Articles of Association, Shareholders' Agreement, and applicable corporate law.

The Board derives its authority from the shareholders of Vika Group and is accountable to them for the long-term stewardship of the Group. The Board acts collectively; no individual director has authority to bind the Group except as expressly delegated.

The Board is responsible for the overall governance, strategic direction, and oversight of Vika Group. Its core mandate encompasses:

• Setting and approving the Group's long-term strategy, values, and risk appetite;
• Overseeing the performance of the Executive and holding management accountable for delivery against agreed objectives;
• Ensuring the integrity of the Group's financial reporting, internal controls, and risk management systems;
• Approving material transactions, capital allocations, and significant operational commitments above delegated authority thresholds;
• Safeguarding the interests of shareholders and, where appropriate, other stakeholders including employees, communities, and host governments;
• Ensuring the Group operates in compliance with applicable law, regulation, and its own policies;
• Overseeing succession planning for the Executive and senior leadership.

The Board does not manage the day-to-day operations of the Group. Operational authority is delegated to the Chief Executive Officer and the Executive Committee within the limits set by the Board's Delegation of Authority framework.

The Board shall comprise a minimum of five and a maximum of nine directors. The Board shall at all times include a majority of independent non-executive directors. The Chair of the Board shall be an independent non-executive director.

Director categories are as follows:

• Executive Directors: The Chief Executive Officer and, at the Board's discretion, one additional executive. Executive directors participate fully in Board deliberations but are subject to enhanced conflict-of-interest protocols on matters affecting their own remuneration or performance evaluation.
• Non-Executive Directors (Independent): A minimum of three independent non-executive directors with no material relationship with the Group, its management, or its principal shareholders. Independence is assessed against criteria set by the Board's Nomination Committee and reviewed annually.
• Non-Executive Directors (Shareholder-Nominated): Up to two directors nominated by principal shareholders holding above a threshold to be specified in the Shareholders' Agreement. Shareholder-nominated directors are not classified as independent.

Directors are appointed for renewable three-year terms. All directors are subject to election by shareholders at the first Annual General Meeting following their appointment and to re-election at least every three years thereafter.

The Chair is responsible for the leadership and effective functioning of the Board. The Chair's responsibilities include:

• Setting the Board's agenda in consultation with the Chief Executive Officer and Company Secretary;
• Ensuring that Board meetings are conducted in a manner that promotes open and constructive debate;
• Ensuring that directors receive accurate, timely, and clear information;
• Managing the performance evaluation of the Board, its committees, and individual directors;
• Facilitating effective communication between the Board and the Executive;
• Representing the Board in its engagement with shareholders on governance matters.

The roles of Chair and Chief Executive Officer shall not be held by the same individual. The Chair shall not have previously served as Chief Executive Officer of the Group.

The Board shall establish and maintain the following standing committees, each operating under its own Terms of Reference approved by the Board:

• Audit and Risk Committee: Oversees financial reporting integrity, external and internal audit, risk management, and internal controls. Comprises a minimum of three independent non-executive directors. The Chair must have relevant financial expertise.
• Nomination and Governance Committee: Oversees Board composition, director succession, independence assessments, and governance framework. Comprises a majority of independent non-executive directors and is chaired by the Board Chair or an independent non-executive director.
• Remuneration Committee: Sets and oversees the remuneration framework for executive directors and senior management. Comprises exclusively independent non-executive directors.
• ESG and Sustainability Committee: Oversees the Group's environmental, social, and governance commitments, including community engagement, human rights compliance, and climate-related risk. Comprises a minimum of two non-executive directors.
• Investment and Capital Committee: Reviews and recommends material capital allocation decisions, acquisitions, disposals, and financing transactions above thresholds set in the Delegation of Authority framework.

The Board may establish additional ad hoc committees as required. Committee chairs report to the full Board at each scheduled Board meeting.

The Board shall meet no fewer than four times per year, with additional meetings convened as required by business circumstances. A minimum of one meeting per year shall be held in person; others may be conducted by video conference.

Quorum for a Board meeting is a majority of directors then in office, of whom at least two must be independent non-executive directors. Decisions are taken by simple majority of directors present and voting, except where this Charter or applicable law requires a higher threshold. The Chair holds a casting vote in the event of a tie.

Board papers shall be circulated no fewer than five business days before each meeting. Directors are expected to attend all scheduled meetings and to review materials in advance. Attendance records are disclosed in the Annual Report.

The following matters are reserved exclusively for Board approval and may not be delegated to the Executive or any committee:

• Approval of the Group's annual budget, strategic plan, and risk appetite statement;
• Approval of the Group's audited financial statements and Annual Report;
• Appointment and removal of the Chief Executive Officer and Chief Financial Officer;
• Approval of the Group's dividend policy and any distribution to shareholders;
• Approval of any transaction with a value exceeding USD 5 million, or any transaction outside the ordinary course of business;
• Approval of any material change to the Group's corporate structure, including mergers, acquisitions, disposals, or joint ventures;
• Approval of any new debt facility or equity issuance;
• Approval of the Group's principal governance policies, including this Charter;
• Any matter required by law or regulation to be approved by the Board.

Directors must avoid situations in which their personal interests conflict, or may appear to conflict, with the interests of the Group. Any actual or potential conflict must be disclosed to the Board at the earliest opportunity. A director with a material interest in a matter under consideration shall absent themselves from the relevant discussion and shall not vote on the matter.

The Company Secretary maintains a register of directors' interests, which is reviewed at each Board meeting. Directors are required to update their declarations promptly upon any change in circumstances.

All newly appointed directors receive a structured induction programme covering the Group's strategy, operations, governance framework, and key risks. Ongoing professional development is supported by the Group, and directors are expected to maintain the skills and knowledge required to fulfil their duties effectively.

The Board conducts a formal annual evaluation of its own performance, the performance of its committees, and the performance of individual directors. The evaluation is led by the Chair, with external facilitation at least every three years. Results are reported to shareholders in the Annual Report.

The Board delegates operational authority to the Chief Executive Officer through a formal Delegation of Authority framework, which sets out the financial and operational thresholds within which management may act without Board approval. The framework is reviewed annually and updated as the Group's scale and complexity evolve.

The Chief Executive Officer is accountable to the Board for the performance of the Group and for ensuring that the Board is kept fully and promptly informed of all material developments. The Board has direct access to the Chief Financial Officer, General Counsel, and Company Secretary, and may commission independent advice at the Group's expense.

The Board is committed to maintaining open and constructive dialogue with shareholders. The Chair and Chief Executive Officer are the primary points of contact for shareholder engagement on governance and strategic matters respectively. The Board receives regular reports on shareholder sentiment and engagement activity.

The Group holds an Annual General Meeting at which all shareholders are invited to engage with the Board and vote on resolutions. The Board will respond promptly and substantively to any significant vote against a resolution.

This Charter is reviewed annually by the Nomination and Governance Committee and updated as required to reflect changes in applicable law, regulation, governance best practice, and the Group's circumstances. Any amendment to this Charter requires approval by a majority of the full Board. Material amendments are disclosed to shareholders.