Corporate Governance

Albtelecom Sh.a. (“Company”) is an Albanian Joint Stock Company with private offer, having its registered address at Autostrada Tirane – Durres, Km 7, Kashar, Tirana, Albania, registered with the Tirana District Court’s Decision Number 20820, date February 16th, 1999.

The Corporate Governance of Albtelecom Sh.a is organized in a one tier structure as below:

Albtelecom Sh.a.

The decision-making body of the Company is the General Assembly of the Shareholders, which consists of all shareholders of the Company.

The Shareholders may exercise their decision-making rights in the Company at General Assembly of the Shareholders.

The General Assembly appoints the Administration Board.

The Administration Board appoints the Administrator of the Company

Administration Board

The Administration Board is composed of 9 (Nine) members, appointed by the General Assembly.

The term of their duty is 3 (three) years and they can be re-elected.

The Administration Board appoints among its members a Chairman and a Deputy Chairman who are in charge to call the Board’s meetings and presides the discussions.

The Administration Board is called ordinarily at least every 3 months and as many times as the interest of the company requires, upon the call of the Chairman or, in his absence, of the Deputy Chairman.

The Competences of the Administration Board

The Administration Board provides directives to the Administrator with respect to the implementation of

business policies of the Company; monitors and supervises the implementation of business policies by the Administrator; ensures that the Company observes the applicable law and accounting standards, convenes the General Assembly etc.;

The Administration Board appoints and removes the Administrator of the Company and determines his duties, and competencies.

The Administrator

The Company is administrated by a sole Administrator, who is appointed from the Administration Board for a 3 (three) year term. The Administrator is entitled to re-election.

The Administrator administers the Company and represents it in its relations with third parties.

The Administrator is granted all the powers to act in the name of the Company, excluding the competencies which belong to the Assembly or to the Administration Board. The Administration Board may limit the competencies of the Administrator.

The Administrator of the Company is Mr.Tahsin Yilmaz.

The powers to sign, represent and commit the Company are regulated from the “Information on Signatures” document which is approved by the Administration Board.

The Administrator is bound by the principle of the duty of loyalty and accountability and acting in bona fide when performing his/her duties in the best interest of the Company.

Auditors

The internal auditing of the Company is performed by Independent Auditor/s, appointed for one fiscal year by the General Assembly with ordinary decision.

Last Update: 23 December 2016