INTERNAL

LOCAL POLICY

People Valid from: 2016.01.22

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Policy owner: CHRO

Approver: Local CEO

This Policy sets out the business principles and minimum requirements for people and organisational management in [Telenor Pakistan].

1 Business Principles

The Telenor Group culture shall be a source of our competitive advantage and

help evolve to compete in the digital space. We shall develop the business by a broad and consistent talent management. Our long term ambition is to have the

most engaged employees in the industry. We shall drive organizational adaptability to foster innovation, productivity and to better cater for change.

Telenor's People strategy builds on three key pillars:

Differentiating culture

Unrivalled competence

Adaptable organization

Telenor managers shall lead according to our leadership attitudes and deliver on business goals through empowerment, engagement, trust and focus on

performance. We shall improve and build leaders and digital experts in order to realize our business objectives. We shall facilitate people mobility within and

across Telenor's Business Units as a tool to support the strategy. Telenor Group shall pursue excellence in HR operations through a standardized

HRIS (Workday), common Job Architecture and utilizing HR process networks.

The relationship between Telenor, the employees and their employee

representatives shall be based on mutual respect and dialogue.

2 Group Requirements

2.1 Group requirements for [Telenor Pakistan]

2.1.1 Telenor Way and Leadership

Telenor Way

The Telenor Way framework shall act as a guide for all behaviour and decision-making in Telenor, and thus be the foundation of the corporate culture. [Telenor

Pakistan] is responsible for awareness, training, commitment and compliance to

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the Telenor Way Framework for all employees. In addition to local awareness building, [Telenor Pakistan]shall also take part in global Telenor Way

campaigns initiated by Group People Development.

Leadership

[Telenor Pakistan] shall see to that all managers act and ensure compliance to

the Telenor Way within their area of authority. In particular, managers shall use the Leadership Attitudes as a guide for behaviour and decision-making:

Explore

Engage

Empower

Execute

[Telenor Pakistan] shall adopt these Leadership Attitudes and assess how they may best support local management culture. The following Group interpretations

can be used as a guide:

listen to our customers and act on acquired insights (Explore) be curious and always open to learn (Explore)

dare to challenge and experiment (Explore) be visible in the organisation and walk the talk in a passionate way

(Engage) spark a winning spirit in the teams (Engage)

always collaborate for the best of the company (Engage) delegate authority and expect results in return (Empower) build trust and enable people to deliver (Empower)

always give constructive feedback (Empower) set ambitious goals (Execute)

drive decisions into results (Execute) act fast and strive for simplicity (Execute)

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All managers shall also:

ensure integrity, ethical conduct and compliance with the Group Governing Documents by personally take the lead on these issues

ensure a culture in which employees understand their responsibilities and

feel comfortable raising concerns without fear of retaliation ensure collaboration to enhance the transfer of knowledge and adoption of

best practice by personally take the lead on these issues ensure diversity throughout the organisation as an asset for enhanced

value creation, with specific attention to gender, ethnicity/nationality, age

and disability ensure a healthy and sustainable work-life balance for all employees

give continuous and constructive feedback on employees’ performance, as well as encourage and support their professional and career development

ensure to capture core competencies within the area of responsibility and

team, no matter turnover in personnel

Collaboration tool

Telenor values the importance of collaborative working and provides the tool to

leverage collaboration among employees. All business units are expected to use the collaboration platform (WOW) and encourage employees to share and benefit

from contributions made by others. Group networking initiatives

Strategic and operational networks are used within the HR domain for the purpose of policy implementation, standardisation, alignment and experience

sharing. Strategic networks focus on development of new Group wide initiatives, are owned by SVPs Group and headed by their team members. BU involvement

is obligatory and anchoring at CHRO level a basic requirement. The Operational networks support established policies and processes.

Examples of networks are:

Learning and development

Culture and engagement

Reward

Workday

[Telenor Pakistan] shall ensure that qualified resources are allocated for participation in these networks.

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2.1.2 Recruitment and on boarding

Recruitment

The recruitment process used by the BU’s shall be transparent, non-discriminatory and in alignment with the Code of Conduct. Recruitment standards shall support Telenor Group’s reputation as an attractive employer. All job

vacancies where there is no planned successor shall be posted on the internal job market of the respective BU and, if applicable, across Telenor Group. All

employees shall be given access to the Telenor Group’s internal job market and its vacancies.

Local HR shall support, supervise and ensure a professional recruitment process based on the above principles, while line managers are responsible for

recruitment planning and selection. Candidates shall be selected based on experience and competencies, and a match between personal values, attitudes and the Telenor Way. [Telenor Pakistan] shall have a process to ensure that all

employees understand and sign off the Code of Conduct on employment.

On-boarding

All employees shall within 3 months after the commencement of employment, have taken part in an on-boarding programme. The on-boarding process shall

include basic information about:

Telenor Group

[Telenor Pakistan]

The Telenor Way

Terms of employment

The new hire’s direct manager is responsible for conducting a first TDP dialogue with the employee to set goals and expectations based on the employee’s role.

E-learning on the Telenor Way, the Code of Conduct, Telenor’s Anti-Corruption Policy and related requirements shall be available via the BU intranet. [Telenor Pakistan] shall monitor completion of on-boarding for new joiners.

2.1.3 Performance and Development

Employee Engagement Survey (EES)

[Telenor Pakistan] shall participate in the annual employee engagement survey (EES) provided by Group People Development. All Employees shall be

given the opportunity to participate in the EES survey and the following EES workshops, and freely express their opinion. The results of the survey shall be

used to identify team and organisational strengths and improvement areas as input to build the organisational capabilities to deliver on the strategy.

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Role descriptions

[Telenor Pakistan] shall adapt to the Group framework for role descriptions /

functional descriptions. The functional descriptions shall outline the main responsibilities, tasks and competence requirements for each function. A template for role descriptions is available in Workday.

Telenor Development and Performance Process (TDP)

All BU’s shall use the performance and development process (TDP) provided by Group and described in the Group manual TDP. In this process [Telenor Pakistan] shall ensure:

cascading the strategy of Telenor Group and [Telenor Pakistan] and

translating it into operational goals for teams and individuals

reviewing performance and potential of employees in management teams

with outputs used for mobility, succession planning, and other talent

management purposes on BU and Group level.

annual dialogue between an employee and the manager resulting in

documented goals and development plans for employees.

on-going feedback on employee performance at least on a quarterly basis.

developing and leveraging the talents, both managers and experts.

Performance as reviewed in the TDP shall be used as a basis for reward.

Workforce Planning

[Telenor Pakistan] is responsible for workforce/competence planning and shall

proactively forecast the needs for competencies and capacity on a short and long term basis to meet current and emerging business targets.

Long term competence and capacity planning (strategic workforce planning, SWP) shall be an organic part of the HR strategy development process, while short term manpower planning (operational workforce planning, OWP) shall

happen annually, as important input to the financial planning process.

2.1.4 Reward

The objective of the Group’s remuneration policy is to ensure that reward in Telenor Group shall contribute to attracting, engaging and retaining the right employees to deliver sustainable value for shareholders in accordance with the

Telenor Way.

The following key remuneration principles apply:

i. Reward for performance Rewards shall be based on the results of an individual’s overall performance evaluated against objective and transparent criteria.

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ii. Support balanced goals Reward should be tied to a balanced combination of goals that align

individual’s goal with Telenor’s business goals and the economic interests of its shareholders.

iii. Offer competitive total reward

Telenor seeks to offer total reward packages that are attractive and competitive (without taking the lead) both within the organization, as well

as in the local labour market.

[Telenor Pakistan] shall recognise and reward performance achieved in

accordance with the Telenor Way, as well as support its position as a responsible and attractive employer. [Telenor Pakistan] shall provide remuneration that at

a minimum meets any national legal standards. The basis on which employees are being paid shall be documented. Any bonus targets should be based on performance. Bonus targets shall also be communicated to the employee in

written form at the beginning of the performance period.

Employees who are on the Board of Directors of subsidiaries or other companies

on behalf of Telenor, are not entitled to a separate remuneration, such as Director’s Fee, shares, share options, bonus etc. This also applies to employees who hold positions in sub-committees of such Boards. Exceptions may be made

in specific circumstances approved by the Group President and CEO.

2.1.5 Organizational Structure

To ensure clarity in organisational structures and authorities, [Telenor Pakistan’s] organisation shall be clearly defined, documented, and communicated to employees. [Telenor Pakistan] shall consistently apply the

structure of titles and functional titles established by Telenor Group for the TMA Positions.

A recommendation from EVP Group PD should be sought before a final decision

on enterprise level organisation design changes is taken.

2.1.6 Telenor Management Arena (TMA)

Group People Development has an “end-to-end” responsibility for TMA. This is

particularly expressed through identification, development and deployment of

TMA candidates. Please see the “TMA recruitment, appraisal and development

manual” for further information.

When in need of recruitment for a TMA position, [Telenor Pakistan’s] CEO shall always contact Group People Development for recruitment facilitation. Approval of new positions shall happen according to the Group Authority Matrix.

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Group People Development is responsible for facilitating the TDP process for TMA and to run an objective appraisal process of TMA and selected candidates from

the level below TMA. In addition Group People Development is responsible for creating and updating succession plans for all TMA positions as well as all annual remuneration processes for the TMA.

2.1.7 Mobility

[Telenor Pakistan] shall appoint a mobility manager as the subject matter

expert on mobility. A local mobility manual shall be developed and implemented when there is a need for detailing requirements beyond the Group Manual International Assignments.

Mobility shall be utilised as a strategic tool for Telenor to become a truly

international company. The mobility programme at Group level and locally shall be adapted to fit the following three purposes:

i. Embed Telenor Way and ensuring governance.

ii. Leverage expertise across the Group.

iii. Support pipeline of future experts and leaders.

2.1.8 Organisational change management

All workforces restructuring (e.g. transfer out to another legal entity, downsizing, organisation restructuring leading to changes in employment terms) in [Telenor Pakistan] should be done with the aim to create and sustain long term business

value. Restructuring processes shall be verifiable, and should be done in accordance with the Telenor Way and applicable legal requirements and

legislation.

2.1.9 Requirements with regard to mergers and acquisitions

Business undertakings in the form of merger, acquisition, divestiture and

greenfield are to be supported by HR with the HR M&A framework in order to reduce risk and to realize maximum value from people and organization.

Integration of a new unit into Telenor, as mandated by the deal strategy, should be prioritized in order to establish Telenor culture, practices and standards at the earliest.

2.1.10 Employer Responsibility

[Telenor Pakistan] shall be a responsible employer and maintain a consistent,

accurate and non-discriminatory employer practice in accordance with applicable legislation and good corporate governance.

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Through dialogue with employees or their recognized representatives, [Telenor Pakistan’s] shall utilize the employees´ experience and insight to influence

working conditions and contribute to sustainable business growth. This involves information sharing in meetings between management and employees when needed.

Labour standards

[Telenor Pakistan] shall respect the International Labour Organisation's eight fundamental conventions, concerning freedom of association and the recognition of the right to collective bargaining, the elimination of forced labour, child labour

and discrimination in the work place, as set out in the Telenor Code of Conduct.

[Telenor Pakistan] shall not employ or contract child labour. [Telenor Pakistan] is responsible to ensure that personnel under the age of 18 do not perform any hazardous work.

[Telenor Pakistan] shall oppose the use of forced or compulsory labour,

including but not limited to exchange of labour for payment of debt. Any employee shall be free to leave his/her employment after giving reasonable

notice. No one shall be required to deposit money, identity papers or similar in order to get or keep their employment with Telenor.

[Telenor Pakistan] shall respect the right to freedom of association and the right to collective bargaining. The BU shall allow its employees to freely elect

representatives to advocate employee matters and carry out their functions

within the BU, in accordance with national laws and regulations. Any

discrimination against employee representatives shall be avoided. When employees seek to unionize, [Telenor Pakistan] will recognize unions that

are established in accordance with national law and regulations. [Telenor

Pakistan] shall promote principles on fundamental labour rights and related

requirements, as stated in agreements entered into by Telenor ASA.

The BU shall make sure that working hours are not excessive and that the employee gets adequate time for recovery. Working hours shall be compliant

with applicable local laws and regulations. Employment contract

[Telenor Pakistan] shall document the employment terms in a written

agreement with the employee. The employment shall be permanent and according to the national legislation. Temporary employment shall only be used in special cases.

[Telenor Pakistan] shall ensure that Telenor Group’s Code of Conduct constitutes a part of the employment agreement. When required by local law or

regulation the employment contract shall include necessary consent from the employee to process personnel data for HR purposes.

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2.1.11 Occupational Health, Safety and Personnel Security

Risk assessments shall be performed to identify internal and external safety and security risks to personnel, and [Telenor Pakistan] shall work proactively to reduce the impact of the risks to its employees.

Working environment

[Telenor Pakistan] shall systematically work to ensure and secure a good and compliant working environment for its personnel. Business Travel

[Telenor Pakistan] shall establish and maintain a process to keep account of

employees on business travels and ensure that proper risk assessment is conducted prior to travel.

In case of an emergency incident / accident [Telenor Pakistan] shall be able to share this information, like destination, airline, flight and other relevant information with Group PD.

Before a group of several employees travel together, related risks and consequences shall always be evaluated. If a significant number of employees

are travelling to the same destination at the same time, the need for dividing the group in smaller units shall be considered. This is regardless of means of travel and includes accommodation.

When travelling by air, no more than 50% of the local senior executives (tier 1-3), or business area employees or members of the Board of Directors (BoD) can

travel on the same plane.

In exceptional circumstances exemptions can be approved by the

CEO, Chairman of the BoD or the policy owner Group People Policy

and in local cases the corresponding local functions.

Health and Safety Committee

Business Units with more than 100 employees shall establish a Health and Safety

Committee. The committee shall meet at least every quarter. The aim of the committee is to address working conditions that may influence the health, safety

and security of personnel.

The involvement from local employee representatives shall be ensured.

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2.1.12 Crisis Management

[Telenor Pakistan] shall continuously enhance its competence to foresee,

handle and prevent the development of critical situations.

[Telenor Pakistan] shall establish and regularly train a crisis management

organisation.

The crisis management organisation shall include members from top management. [Telenor Pakistan] shall develop, implement and maintain a crisis management plan that describing the local crisis management processes,

roles and responsibilities.

2.1.13 Personnel data administration

[Telenor Pakistan] shall maintain efficient personnel administration processes, and ensure that all relevant employee information is up to date and handled in accordance with requirements set out in Local Policy Privacy.

Personnel information needed to support Group-wide initiatives, processes and systems shall be made available in line with agreed global interfaces, standards

and requirements. Specific consideration shall be given to privacy, and the Local Privacy Policy shall be consulted.

[Telenor Pakistan] shall use Group wide personnel administrations systems

(HRIS) and implement Group wide standards, policies and processes. Solutions to local needs shall be sought through the Group systems first. Local systems

shall not have overlapping functionality.

2.2 [Telenor Pakistan] requirements for all employees

2.2.1 The Telenor Way

You shall be familiar with the Telenor Way framework and act accordingly.

2.2.2 Collaboration

All employees should use WOW as the tool for collaboration. Employees are encouraged to share openly and also benefit from contributions made by others,

helping build a collaborative mind-set in Telenor.

2.2.3 Recruitment and On-boarding

You shall make sure that you have a good understanding of the Telenor Way and that you have signed the Code of Conduct.

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2.2.4 Performance and Development

You shall be committed to and deliver high level performance according to goals,

business strategy and the Telenor Way and according to plans and targets set out in the TDP dialogue.

You shall take responsibility for your health, and inform your manager if you experience that your workload is greater that you can sustain over time.

You shall arrange for collaboration to enhance the transfer of knowledge and adoption of best practices.

You shall take responsibility for holding sufficient knowledge and skills to fill your

role professionally and to take responsibility for own career development.

3 Local requirements for [Telenor Pakistan]

Recruitment: Telenor Pakistan sources talent through channels such as succession pools, recruitment and internal transfers etc. The right channel

is selected based on employee development need and business requirements, as a result of which all positions may not be announced. In

exceptional circumstances, exemptions are approved by the Management. Role Descriptions: Telenor Pakistan also utilizes standard job description

templates for position announcements.

Feedback: At Telenor Pakistan ongoing feedback is constantly encouraged, but a formal process is run in Workday twice a year (Mid-Year

Reviews and Annual TDP).

4 Reference documents

4.1 Group Manuals

Group Manual People - Telenor Development and Performance Process

Group Manual People – International Assignments

Group Manual Occupational Health Safety and Personnel Security

Group Manual Crisis Management

Group Manual People – Reward

Group Manual People – Human Resource Provision

TMA recruitment, appraisal and development manual (To be published

August 2015)

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4.2 Group Manual People - HR M&AExternal regulation

ILO Convention 87 Freedom of Association and Protection of the Right to

Organise

ILO Convention 98 Right to Organise and Collective Bargaining

ILO Convention 29 Forced Labour

ILO Convention 105 Abolition of Forced Labour

ILO Convention 100 Equal Remuneration

ILO Convention 111 Discrimination (Employment and Occupation)

ILO Convention 138 Minimum Age

ILO Convention 182 Worst Forms of Child Labour

4.3 Other Telenor Governing documents

Group Policy Privacy

Group Governing Documents

Group People Template - Functional Descriptions

5 Definitions

TELENOR WAY The Telenor Way is how we want to conduct business in Telenor and sets out the foundation for behaviour and decision-making. In addition to the Governing

Documents, The Telenor Way Framework consists of our Vision, Mission Statement, Values, Leadership Attitudes and Code of Conduct; and shall be

implemented in all Business Units.

TELENOR MANAGEMENT ARENA (TMA) In general, the TMA positions include the Group Executive Management (GEM) as

well as leadership positions reporting to a GEM member or Business Unit CEO. Exceptions to this principle are to be decided by the Executive Vice President

People Development on a case by case basis.

REWARD

This shall be seen as the sum of total remuneration (financial rewards) and recognition (non-financial rewards). i.e Reward = Remuneration + Recognition = (Fixed compensation + Variable pay + Benefits) + Recognition

HAZARDEOUS WORK

Situation or activity with a potential for harm, in terms of human injury or ill health or a combination of these.