Annual Report 2014

cELEBRATING ourCUSTOMERSWhen we reached the 5 crore subscribers milestone last year, we realized once again the enormous responsibility we have on our shoulders. At Grameenphone, 5 crore is not just a number, our 5 crore subscribers are our reason to smile, push on and thrive. As our subscribers use our products and services to empower themselves and change their way of living, we become a part of their success stories too. Our internet and communication platforms help these dreamers to work towards fulfilling their aspirations. When our subscribers make us a part of their success stories, they become a part of our achievements and our reason to go beyond.

Whats Inside this ReportOverview This is Grameenphone 02

Vision, Mission & Values 03

History & Milestones 04

Products & Services 05

Awards 2014 06

Performance Highlights 2014 07

Corporate Information 09

Governance The Shareholders 22-23Organisational Structure 24

Directors Profile 25-29

Management Team Profile 30-33

Corporate Governance in Grameenphone 35-43

Internal Control over Financial Reporting (ICFR) 44

Enterprise Risk Management 45

Audit Committee Report 47

Financial Analysis Five Years Financial Summary 48-49Value Added Statement 2014 50

Contribution to National Exchequer 51

Directors Report 53-69

Auditors Report & Audited Financial Statements 70-112

Business Performance Business Highlights 2014 10-11Chairman and CEO Message 12-13

Management Discussion & Analysis 15-17

Sustainability Corporate Responsibility at Grameenphone 18-19Climate Change-Promoting Green for a Sustainable Lifestyle 20-21

Additional Information

02-09

22-47

48-112

10-17

18-21

114-119 Useful Information for Shareholders 114-116Notice of the 18th Annual General Meeting 118

Proxy Form and Attendance Slip 119

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this isGrameenphone

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This is Grameenphone02

MILLIONSUBSCRIBERS51

64 DISTRICTS NOWPOWERED WITH

3G

MOBILE OPERATORIN TERMS OF

SUBSCRIBERS & REVENUE

LARGEST

2013 September 12Awarded 3G License and related 10 Mhz of spectrum by Bangladesh Telecommunication Regulatory Commission.

2012 August 07Awarded 2G License by Bangladesh Telecommunication Regulatory Commission.

1997 March 26Launched its service on the Independence Day of Bangladesh.

2009 November 11Successfully listed on theStock Exchanges in Bangladesh.

1996 November 11Awarded a cellular license in Bangladesh by the Ministry of Posts and Telecommunications.

After eighteen years of operation, 51.50 million subscribers and more than 39 thousand Shareholders as of December 2014 are now empowered under a single network. The network is our strength and we hope this strength will be even stronger with you by our side.

VISION, MISSION& VALUES

Empowersocieties

We

are

here

to help our custom

ers

Mak

e it e

asyKeep prom

ises

Be ins

pirin

gBe respectful

VisionEmpower societiesWe provide the power of digital communication, enabling everyone to improve their lives, build societies and secure a better future for all.

MissionWe are here to helpour customersWe exist to help our customers get the full benefit of being connected. Our success is measured by how passionately they promote us.

Values

Make it EasyEverything we produce should be easy to understand and use. We should always remember that we try to make customers lives easier.

Keep PromisesEverything we do should work perfectly. If it doesnt, were there to put things right. Were about delivery, not over-promising. Were about actions, not words.

Be InspiringWere creative. We bring energy and imagination to our work. Everything we produce should look fresh and modern.

Be RespectfulWe acknowledge and respect local cultures. We want to be a part of local communities wherever we operate. We want to help customers with their specific needs in a way that suits way of their life best.

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Vision, Mission & Values 03

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

HISTORY & MILESTONES

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History & Milestones04

2014 MarFastest coverage of

3G network across all64 districts of Bangladesh

2014 OctCelebrated50 million

subscribers

2005 AprLaunched djuice Brand

2005 AprReached 3 million subscribers

2005 AprLaunched Electronic Recharge System

for the first time in Bangladesh

2005 AugReached 4 million subscribers

2005 SepLaunched EDGE and Voice SMS for

the first time in Bangladesh

2005 OctReached 5 million subscribers

2010 JunFirst AGM held after

public listing

2008 JunReached 20 million

subscribers

2012 DecReached 40 million

subscribers

2013 OctLaunched 3G services

in Bangladesh

2007 AprLaunched Pay For Me service in Bangladesh

2007 DecReached 16 million

subscribers

2009 SepLaunched

GP branded handsets

2009 MayReached 21 million subscribers

2009Launched Call Block service

2009 NovSuccessfully listed on the

Stock Exchanges inBangladesh

2011Launched Customer

Experience Lab

2011Launched E-Care solution

through website

2011Swapped the entire network

2011 DecReached 36.5 million

subscribers

1998Launched M2M service for the

first time inBangladesh

1999Launched Pre-Paid

service for thefirst time inBangladesh 2001

Launched WAP Service for the first time in

Bangladesh

2003 AugReached 1 million

subscribers

2004 AugReached 2 million

subscribers

1997Grameenphones

Inauguration

2006 JanReached 6 million subscribers

2006 JulLaunched Cellbazaar.com

2006 NovCelebrated 10 million

subscribers

2006 DecLaunched Bill Pay service for

the first time in Bangladesh

PRODUCTS & SERVICES

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Products & Services 05

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

* In compliance with BTRC guidelines, GP is sharing its passive infrastructure with other licensees under Infrastructure Services.** Introduced different Financial Services in electronic ticketing, bill collection, electronic lottery and partner bank services under the brand MobiCash.

Handset Basic Phone,

Feature Phone & Smartphone (Android,

Apple iPhone, Mozilla Firefox)

Internet Device3G Modem & 3G Router

Instant Messaging Pay for Me

SMS Miss Call Alert Call Block Mobile TV Mobile Email GP World Facebook/Twitter Voice SMS Voice mail SMS MMS Voice Chat SMS Chat Online Mobile Games Welcome Tune Icche Tune Music Radio 3G Music Streaming Video Store Audio-Video Content News Alert Job Alert Sports Alert Election Information Health Line Education Line Blood Line Krishi Tottho Matrimonial Religious Service Muktijuddho Portal Video Doctor Entertainment Box Downloadable Content

Infotainment Quick Search Business

Tune

Infrastructure Services*

Financial Services**

Outbound Roaming (Basic,

Data, SMS)Inbound Roaming

(Basic, Data, SMS)International SMS

International MMS

Nishchinto Bondhu djuice Apon

Shohoj Smile Spondon Amontron Village Phone GP

Public Phone BPO Internet SIM Business Solution Shofol

Ekota My Zone Emergency Balance 25 Paisa Offer Bundles

Weekly Packs Daily Pack Nishchinto 11 Paisa Offer

Bondhu 27 Taka Super FnF Offer 7 Paisa Offer

STAR Bundle Call Drop Service

BlackBerry Service Web Based

SMS Business SMS Corporate Bulk SMS

Voice Message Broadcast Vehicle Tracking System Team

Tracker Buddy Tracker Train Tracking M-Reporting

GP-Connect M-Centrex E-Bill Go Broadband

3MB 9MB

60MB 500MB

2GB Heavy Browsing

Pay As You Go

512kbps Packs4MB, 75MB, 250MB, 1GB, 2GB, Heavy

Browsing, Smart Plan 299, Smart Plan 499, 15MB Internet Scratch Card

1Mbps Packs3GB, Heavy Browsing, Smart Pack 699,

Night Heavy Browsing

Xplore Xplore Legend Business Solution Ekota GP Public Phone Internet SIM Bundles STAR Bundle Call Drop Service

512kbps Packs 4GB,8GB, 16GB,

35GB

800kbps Packs4GB, 8GB, 16GB, 35GB

1Mbps Packs4GB, 8GB, 16GB, 35GB

PREPAID

POSTPAID

ROAMING

DEVICEAD

JACEN

T BUSI

NESS

VALUE AD

DED SERVICES

ENTERPRISE SOLUTIONCOORDINATED WiM

AXINT

ERNET

2G

INTE

RNET

3G

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Awards 201406

Awards 2014

Awarded best brand in mobile service provider category at the 6th Best Brand Award 2014 organized by Bangladesh Brand Forum in partnership with worlds leading brand research company Millward Brown.

Best Brand Award 2014

Won the awards from the South Asian Federation of Accountants (SAFA), The Institute of Chartered Accountants of Bangladesh (ICAB), the Institute of Chartered Secretaries of Bangladesh (ICSB) and The Institute of Cost and Management Accountants of Bangladesh (ICMAB) in

recognition of transparency, accountability and compliance with local and international standards.

Best Presented Annual Report 2013

Grameenphones Corporate Responsibility efforts received Standard Chartered Bank- Financial Express CSR Award -2014.

CSR Award 2014

Grameenphone won a number of prestigious awards in 2014. Wining such wonderful achievements is our commitment towards transparency, accountability and hard work. We dedicate these achievements to our Customers, Shareholders, Regulators, Employees and other Stakeholders. This is not the end of our journey, but recognition of the continuing efforts.

GSMA Green Mobile Award 2014

Awarded the prestigious Green Mobile Award by GSMA for extensive Climate Change Program.

Performance Highlights 2014

NAV- Net Asset ValueNOCF- Net Operating Cash Flow

Figures in BDT

REVENUE Billion

+6.3%

102.7

96.6

2014

2013

PROFIT BEFORE TAX Billion

+6.1%

34.9

32.9

2014

2013

NOCF PER SHARE

-15.7%

23.15

27.46

2014

2013

OPERATING PROFIT Billion

+11.1%

36.9

33.2

2014

2013

NET PROFIT AFTER TAX Billion

+34.7%

19.8

14.7

2014

2013

NAV PER SHARE

+0.7%

23.23

23.06

2014

2013

EARNINGS PER SHARE

+34.7%

14.67

10.89

2014

2013

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Performance Highlights 2014 07

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Number ofSubscribers

50.2M

Consumer Business

1.3M

51.5(Million)

9% 34%

Mobile DataRevenue

5.1(Billion BDT)

+61.2%

5.1B

2014

3.2B

2013

Smartphone deviceto total subscriber

8%

SmartphoneDevice No.

3.9(Million)

+75.9%

3.9M

2014

2.2M

2013

Data users tototal subscriber

Mobile DataUsers

10.8(Million)

21%

+138%

10.8M

2014

4.6M

2013

Rummaella SiddiquiFashion Designer & Owner of a Renowned Fashion HouseGrameenphone user for more than 5 years

Through Grameenphone internet and phone network, I am able to expand my customer base not only throughout the country, but globally.

CORPORATE INFORMATION

COMPANY NAMEGrameenphone Ltd.

COMPANY REGISTRATION NO.C-31531 (652)/96

BOARD OF DIRECTORSChairmanSigve Brekke

DirectorsM Shahjahan

Md. Ashraful Hassan

Tore Johnsen

Parveen Mahmud

Pal Wien Espen

Hakon Bruaset Kjol

Hans Martin Hoegh Henrichsen

Independent DirectorsDr. Jamaluddin Ahmed FCA

Rokia Afzal Rahman

COMPANY SECRETARYHossain Sadat

AUDIT COMMITTEEDr. Jamaluddin Ahmed FCA (Chairman)

M Shahjahan

Tore Johnsen

Hossain Sadat (Secretary)

TREASURY COMMITTEEM Shahjahan (Chairman)

Pal Stette

Dilip Pal

Imdadul Haque (Secretary)

HUMAN RESOURCES COMMITTEEHans Martin Hoegh Henrichsen (Chairman)

M Shahjahan

Quazi Mohammad Shahed

Hossain Sadat (Secretary)

HEALTH, SAFETY, SECURITY & ENVIRONMENT COMMITTEEHans Martin Hoegh Henrichsen (Chairman)

M Shahjahan

Quazi Mohammad Shahed

Hasanur Rahman Rakib (Secretary)

MANAGEMENT TEAMRajeev Sethi, Chief Executive Officer

Dilip Pal, Chief Financial Officer

Medhat El Husseiny, Chief Technology Officer

Quazi Mohammad Shahed, Chief Human Resources Officer

Allan Bonke, Chief Marketing Officer

Mahmud Hossain, Chief Corporate Affairs Officer

Erlend Prestgard, Head of Strategy

Marcus Adaktusson, Director-Communications

HEAD OF INTERNAL AUDITEmadul Hannan

STATUTORY AUDITORSACNABIN

Chartered Accountants

REGISTERED OFFICEGPHouse

Bashundhara, Baridhara

Dhaka-1229, Bangladesh

LEGAL FORMA public listed company with limited liability. Incorporated

as private limited company on October 10, 1996 and

subsequently converted to a public limited company on

June 25, 2007. Listed on the Dhaka and Chittagong Stock

Exchanges on November 11, 2009.

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Corporate Information 09

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

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Business Highlights 201410

BUSINESS HIGHLIGHTS 2014

1Q2014

Grameenphone Experience Center-G

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2Q2014

Reinforcing the focus on youth segment, we revamped offer portfolio of the youth pack Bondhu with SMS bundle, welcome tune, music radio and data (free WhatsApp & Facebook messenger).

5000 square feet GP experience center launched at a mega mall of city center with unique design and experience elements.

To cater the big screen data users, we launched WiMAX services Go Broadband in partnership with 2 leading local Internet Service Providers (ISP). The ISPs are using our network, marketing platform and distribution channel to market the product.

Launched a campaign to promote ICT enabled e-Krishok services in agricultural sector with partnership of government agencies. The objective was to build awareness among rural people, mainly farmers with mobile and internet based advisory services, market linkage, business planning services etc.

During the quarter, GP also developed partnership with 4 new banks to strengthen enabler stance on promising Mobile Financial Service arena.

During the quarter, all 64 district headquarters of the country were brought under 3G coverage in record time.

This fast track rollout trajectory was managed through

installation of 2143 3G sites.

Inspired by Language Movement Day on 21st February, we launched a program to provide 2.1 million free Internet

hours to 250 schools across the country with support from

BRAC. This initiative is also a part of GPs Safer Internet

program aimed at creating awareness on internet safety for

young users.

We also introduced lowest ever priced GP branded 3G modem and 3G Pocket Router to enable the potential data

subscribers.

During the quarter there has been an industry wide revision of startup SIM price.

Grameenphone (GP) has had a prolific business year in 2014. Quarterly elaborations are as follows:

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Business Highlights 2014 11

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

3Q2014

In this quarter, GP accomplished the monumental milestone of surpassing 50 million subscriber base through its enduring commitment of offering innovative and customer centric products and services. This was also possible by merit of our countrywide robust and reliable network built over the years.

Month long free Facebook offer of the quarter was first of its kind in Bangladesh, where GP customers got the opportunity to access Facebook for free regardless of their device type from 12AM 6PM. This was offered to stimulate the first time small screen users, specially the youth.

To drive Internet for ALL ambition, 2 micro packs for both 2G and 3G were launched. It managed to increase internet penetration by removing the affordability barrier.

To offer customers with affordable 3G smart-phones, GP has partnered up with Mozilla & Symphony to introduce FireFox 3G smart phones. The device is equipped with the latest Firefox mobile Operating System.

Simplified the 3 smart plan portfolios of all inclusive of 3G data, Voice, SMS & MMS with more affordability. The changes were targeted towards our growing smart phone user base.

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4Q2014 To strengthen 3G service experience even better, GP offered double the speed in any respective data package without any

extra charge. Moreover, this enabled the data customers to

get the maximum available speed from 10 pm to 4 pm.

As part of our commitment towards customer centricity, we introduced 60 seconds equivalent call reimbursements on

every call drop for all prepaid and postpaid subscribers.

Introduced Dynamic Emergency Balance starting from BDT 10 up to BDT 100 for prepaid customers. Customers will get

emergency balance based on their past usage pattern and

network age.

Facebook pack was introduced whereby customers could use 9MB 2G pack for BDT 9 only for 3 days with nonstop

mobile Facebook use.

A stunning micro campaign was launched through which our customers would be able to enjoy a huge bunch of

different offers as per their needs. All it requires for a

customer is to call an IVR hotline 12113 which is absolutely

free of charge.

During the quarter, we have completed upgrading our entire IP transmission backbone & backhaul with a more robust

solution. This has ensured our readiness to cater the future

proliferation of data growth which is also consistent with our

strategic ambition of Internet for ALL.

Sigve BrekkeChairman

Rajeev SethiChief Executive Officer

Chairman and CEO Message

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Chairman and CEO Message12

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Chairman and CEO Message 13

Dear Shareholders,Grameenphone (GP) has concluded yet another year of successes and accomplishments. We witnessed two landmark achievements in 2014 - reaching the 50 million subscribers mark and posting of BDT 100 billion in revenues. These two achievements had been possible mainly because of the Companys enduring commitment to offer innovative, value-for-money products and services.

We have experienced intense challenges and uncertainties throughout the year 2014. Telecom Regulatory environment continues to remain unpredictable and uncertain in the context of unresolved regulatory issues. Spectrum assignment in absence of a spectrum policy and roadmap had been a major concern. High taxation in the telecom sector and unpredictability in the taxation regime is considered to be a major barrier for expansion of the telecom industry.

In addition to other external challenges, the telecom sector also faced stiff market competition. Despite the pressures of the competitive environment, GP continued to focus on enhancing quality services, innovation and driving market expansion. In 2014, the Company maintained its competitive advantage in terms of scale by expanding its total subscriber base to 51.5 million, including adding 4.9 million 3G subscribers, representing a growth of 9.3% from 2013.

The Company made significant steps forward in its Internet for All ambition. The data business saw rapid growth, transforming data revenue into a major driver for operating revenue growth. We continued to attract more mobile internet customers in the year, reaching 10.8 million customers from a total base of 51.5 million, with data revenue contribution amounting to 5.2% of service revenues.

In terms of total revenue progression, 2014 was a year of good growth for GP. We closed the year on solid financial footing, with total revenue growing by 6.3% over 2013, to BDT 102.7 billion. EBITDA and the EBITDA margin were BDT 54.5 billion and 53.0% respectively, while operating cash-flow stood at BDT 39.4 billion at the end of 2014. This has placed the Company in a good position to deliver healthy Shareholders value for 2014. We are pleased to report that for the financial year 2014, we were able to give our Shareholders a 95% Interim Cash Dividend. The Board of Directors has also recommended 65% Final Cash Dividend for Shareholders approval. Together, it will amount to 160% of the paid-up capital in terms of total dividend, which is equivalent to BDT 16 per share of BDT 10 each.

GP invested BDT 15.2 billion (BDT 1,516 crore) in 2014. These investments bring GPs accumulated investment in Bangladesh to around BDT 258.5 billion (BDT 25,852 crore) since inception. Meanwhile, we have contributed BDT 58.9 billion (BDT 5,892 crore) to the National Exchequer in 2014, which took our cumulative contribution to BDT 413.7 billion (BDT 41,368 crore) since inception.

With a focus on maintaining our industry lead in terms of customer satisfaction and network quality, we have further enhanced our product quality and services. We also focused on improving our customer service interface and customer experience.

In recognition of our efforts to positively impact environment and societies, we have received the prestigious global GSMA Mobile Award 2014 for our green initiatives, and a local award as Standard Chartered Bank-Financial Express CSR Award - for best CSR initiatives. The fact that others are acknowledging our work in this area is a testimony of what we do realizing opportunities through connectivity, build societies and secure a better future for all. Besides, our Annual Report 2013 has been recognized by the regional and local professional bodies for our accountability, transparency, good governance practices, and on time fair disclosure to the stakeholders.

While 2014 was mainly about consolidating our position as the leading operator in the market, we expect 2015 to be marked as a year to push ahead for growth through change. By building on our strengths, applying the right mindset and executing our strategy, we will take an aggressive approach in the market and ensure that we not only stay ahead of the competition but remain at the forefront throughout 2015. Besides, the government is planning for an auction to release additional spectrum from 1800 and 2100 Mhz bands. In the above connection, we expect a level playing field ensuring participation of all mobile operators to cater the future subscribers growth and to ensure quality service to the customers.

We would like to thank all our Shareholders, employees, and key stakeholders for their continued commitment and support.

We look forward to meeting you at our upcoming Annual General Meeting (AGM).

February 08, 2015

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

We witnessed two landmark achievements in 2014 that have created positive momentum for the Company.

We expect 2015 to be marked as a year to push ahead for growth through change.

Highlights 2014BDT 102.7 billion revenues, 6.3% annual growth.

51.5 million subscription base with 42.8% subscription market share.

Net profit after taxes BDT 19.8 billion with 19.3% margin and BDT 14.67 EPS.

BDT 15.2 billion capex for network quality and coverage enhancement.

Final dividend recommendation @ 65% of the paid-up capital.

S.K. TajbirFreelance Software DeveloperGrameenphone internet user for 3 years

Thanks to Grameenphone internet, I develop various software for different local and international clients.

Management Discussion & Analysis

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Management Discussion & Analysis 15

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

2014 Key HighlightsIn 2014, Grameenphone (GP) recorded revenue growth of 6.3% over 2013 to BDT 102.7 billion (2013: BDT 96.6 billion), with net

profits of BDT 19.8 billion (2013: BDT 14.7 billion). In line with our Internet For All commitment, we continued to attract more

mobile internet customers in the year, which totaled 10.8 million at the end of 2014. This increase resulted in higher data revenue

contributions, followed by increased VAS revenue, to our total revenues.

After two consecutive quarters of strong growth in Q1 and Q2, GP reported moderate revenue growth in Q3 as a result of bad

weather, football World Cup and regulatory directive regarding the reduction in international call termination rate. However,

competitive data and VAS offers, along with the accelerated rollout of new 3G sites had a positive impact on revenues in Q4 and

throughout the year.

Customers and Average Revenue/Minutes Per User (ARPU & AMPU)

GP added 4.4 million (2013: 7.1 million) new customers in 2014, resulting in 1.4 percentage point increase in subscriber market

share at 42.8%,

In 2014, ARPU decreased by 6.0% at BDT 165 (2013: BDT 176), mainly

due to competitive pressure within domestic voice which was partly

offset by data and VAS uplift. With additional focus on new data user

acquisition, growth from data and VAS is further expected to continue.

Revenue PerformanceTotal revenue reached BDT 102.7 billion in 2014 (2013: BDT 96.6

billion), a growth of 6.3% over the previous year. This was mainly driven

by growth in revenue from mobile communication and customer

equipment.

Revenue from mobile communication grew by 5.9% in 2014 to BDT 98.5

billion (2013: BDT 92.9 billion) with positive contribution from data &

VAS, voice and interconnection.

Data & VAS revenues grew by BDT 3.3 billion for the year to BDT 11.2

billion (2013: BDT 7.9 billion). At the end of 2014, data & VAS revenue

accounted for 11.4% (2013: 8.5%) of mobile communication revenue.

Growth in data revenue was driven by higher mobile data usage from

Mobile CommunicationCustomer EquipmentOther Revenue

2014

2.0%2.0%

95.9%

1.9%1.9%

96.2%

2013

Revenue Composition

Voice TrafficInterconnectionData & VAS

2014

77.8%

11.4%

10.8%

80.7%

10.8%

8.5%

2013

Mobile Communication Revenue Composition

Subscriber Market Share (%)

51,504

2014

47,110

2013

40,021

2012

36,493

2011

29,970

2010

43.7% 42.7%41.2% 41.4%

42.8%

Total Subscriber (`000) : 51,504 ARPU & AMPU

ARPU (BDT) AMPU (Minutes)

2014

165 243176 249

2013

191 236

2012

214 258

2011

231 279

2010

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Management Discussion & Analysis16

higher take-up of 3G smart plans and heavy browsing packages. In 2014, GP

sold over 400 thousand of smartphones and internet enabled handsets

which also had a positive impact on growth from data & VAS revenue.

Voice revenues grew by 2.1% in 2014, to BDT 76.6 billion (2013: BDT 75.0

billion), mainly driven by subscription growth.

Interconnection revenues increased by BDT 648 million to BDT 10.6 billion

(2013: BDT 10.0 billion), from higher domestic and international voice

traffic. Regulatory directive regarding the reduction in international call

termination rate negatively impacted on the interconnection revenue

growth for GP as well as the industry in the second half of the year.

Growth in revenue from customer equipment was driven largely by the

strong demand for popular smartphones and internet enabled handsets.

Cost and Margin ReviewFor the year 2014, GPs total cost base increased by 3.7% to BDT 65.8 billion

(2013: BDT 63.4 billion), mainly due to higher depreciation & amortization,

traffic related expenses, and higher revenue sharing. Reduction in

consultancy and lower subscriber acquisition cost partly compensated the

opex growth. Like previous years, GP continued its focus on operational

efficiency in 2014 which resulted in saving of BDT 2.3 billion. As a combined

effect, GP managed to maintain its cost base (excluding depreciation and

amortization) at last years level (BDT 48.1 billion).

EBITDA* rose by 11.2% over the previous year to BDT 54.5 billion (2013: BDT

49.0 billion), mainly driven by higher revenue, partly offset by higher cost.

With efficient opex management, EBITDA margin improved by 2.3

percentage point at 53.0% (2013: 50.7%).

*EBITDA before other items

Profit After TaxProfit after tax for 2014 increased by 34.7% at BDT 19.8 billion (2013: BDT 14.7 billion) driven by higher profit before tax and lower

income tax expense. Increase in profit before tax resulted from higher operating income, partly offset lower foreign exchange

gain and gain on sale of Grameenphone IT Ltd. (GPIT) last year. Lower income tax in 2014 was mainly due to one-off tax

adjustment for increased corporate tax rate from 35% to 40% last year, partly offset by higher profit before tax. Normalizing the

gain on GPIT sale and one-off tax adjustment, GP achieved 12% growth in profit after tax over the previous year.

Profit Before Tax & Profit After Tax

Data & VAS Revenue Contribution

Data & VAS (Mn BDT) % of total Revenue

11,243

2014

7,946

2013

6,189

2012

4,700

2011

3,623

2010

4.8%5.3%

6.7%

8.2%

11.0%

EBITDA & EBITDA Margin

EBITDA (Mn BDT) EBITDA Margin

54,538

2014

49,039

2013

48,991

2012

47,610

2011

37,001

2010

49.5% 53.4% 53.3% 50.7% 53.0%

17,6

57

15,3

39

15,17

7

15,0

38

16,7

94

Profit Before Tax (Mn BDT)

Profit After Tax (Mn BDT)

Depreciation & Amortization (Mn BDT)

2014

19,80334,85514,70232,852

2013

17,50530,193

2012

18,89133,006

2011

10,70520,913

2010

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Management Discussion & Analysis 17

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Capital Expenditure (Capex) and Network UpdatesIn 2014, Capex amounted to BDT 15.2 billion (2013: BDT 29.9 billion).

Majority of the capital expenditure was spent for 2G coverage & capacity

upgradation, 3G expansion and overall network operational efficiency. As a

result of accelerated roll-out of 3G sites, GPs 3G coverage increased to

49.8% of the populated areas. With 9,163 sites across the country, GP

currently provides its telecommunication services across the country

covering 99.24% of the total population.

Balance SheetTotal asset base decreased to BDT 130.7 billion (2013: BDT 135.2 billion) mainly due to higher depreciation & amortization and

lower trade & other receivables, partly offset by Capex addition during the year.

Total liabilities decreased during 2014 due to higher payments to suppliers, repayment of short term borrowings, partly offset by

final drawdown of long term loan from IFC.

Total equity increased to BDT 31.4 billion (2013: BDT 31.1 billion) due to BDT 19.8 billion net profit generated from operations

during the year 2014, partly offset by the payment of final dividend for the year 2013 and interim dividend for the year 2014.

CAPEX (Mn BDT)

15,164

2014

29,925

2013

42,508

2012

12,963

2011

8,456

2010

Its My TurnGrameenphone has consciously undertaken a number of awareness programs on Internet with external partners. Taking an exemplary step, Grameenphone employees are also contributing to Internet for All through Its My Turn initiative. Its My Turn was initiated to promote Safe Internet and Internet for All among the school students of Dhaka, Chittagong, Rajshahi, Sylhet, Khulna, Barisal and Bogra. Enthusiastic Grameenphone employees, spared their personal time to educate school students on the benefits of internet. They also promoted Safe Internet principles among school students to make sure the new internet users remain safe while surfing the internet and encouraged participating students to have positive online experiences. Its My Turn got overwhelming response from all parts of the organization and over 850 Grameenphone employees registered to participate in the program.

Corporate Responsibility at GrameenphoneGrameenphone believes that Telecommunication technology can empower people to bring positive changes in their lives. As the Company continues to connect people with essential services, it is also looking into the ways to use its core expertise for social development especially in the areas of Health, Education and Climate. Such approaches are supportive of Companys vision Empower Societies.

2.1 Million Internet HoursGrameenphone has launched a nationwide program to provide 2.1 million free Internet hours to 250 schools across the country with the support from BRAC. As Rural Bangladesh is still struggling with poor ICT infrastructure, low internet penetration, lack of awareness and limited access to different required information and content services, it has created a major digital divide between rural and urban societies. This program aims to help broaden access to the world of ICT for school children, especially those living in rural Bangladesh. The campaign will aid in creating equal opportunity to access educational content, news, information and knowledge for the students in those schools.

Online School The concept of Online School has been conceived to find a way through which quality education could be provided in the remotest parts of the country. As education is one of the focus areas of Corporate Responsibility of Grameenphone, the idea was to reach out to the underprivileged and secluded population by the means of modern technology. The first pilot Online School started in August 2011 with 80 students in Gazipur. At present there are ten Online Schools sharing knowledge with 699 under privileged students. Teachers situated in Dhaka conduct classes using video conferencing technology with the aid of moderators in the actual class. In this initiative, Grameenphone has partnered with JAAGO and the technical support is provided by Agni Systems Limited.

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Corporate Responsibility at Grameenphone18

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Corporate Responsibility at Grameenphone 19

National Enrichment ProgramSince 2004, Grameenphone has been supporting Bishwo Shahitto Kendro to run National Enrichment Program. Supporting this campaign, Grameenphone is reaching out to 1.5 million students of 12,000 educational institutions throughout the nation enrolled in this program through its contribution in buying books and arranging prize giving programs in three divisional cities. As further support, an online portal for reading books have also been developed for Bishwo Shahitto Kendro reaching out to the remotest parts of the country, helping them to read books whenever and wherever they desire. This site now has over 100 e-books for download and was visited over 400,000 times in last one year. The National Enrichment Program had been initiated in 1985 to help develop enlightened, effective and committed visionary individual shaving high moral values.

Multi-purpose computer Lab for Dhaka UniversityGrameenphone launched a computer lab in the Tourism and Hospitality Management Department of Dhaka University on July 3, 2014.

The lab named Grameenphone- Tourism and Hospitality Lab situated in Faculty of Business Studies of Dhaka University was established with financial support of Grameenphone Ltd. The facility is equipped with 52 computers, along with printer, multimedia projector, CCTV and with the most modern server. Furthermore, Grameenphone already provided 15 MBPS internet connectivity for the university.

Disaster ResponseAt the difficult times of the country due to some natural calamities, be it flood, storm surge, cold wave, building collapse or landslide, Grameenphone always extended its support to the affected vulnerable people. In addition to its support in the form of distributing family relief packs, corrugated iron sheets, blankets etc., it also significantly contributed to setup medical camps in different areas to meet medical needs of distressed people.

SCB-Financial Express CSR AWARDGrameenphone was awarded the Standard Chartered Bank- Financial Express CSR Award -2014 as recognition for its Corporate Social Responsibility. Grameenphone was one of the three companies to receive this prestigious and only CSR award of Bangladesh. Grameenphone was awarded for its initiatives - Online School, Telemedicine, partnership with Special Olympics Bangladesh, and SMS based tube well maintenance project in partnership with HYSAWA.

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Top Green Initiatives of 2014:A. Carbon Dioxide (CO2) Emission Reduction

Aggressive rollout of solar powered base stationsBeing a socially responsible company, as part of its

continuous network expansion in the deep rural areas where

power availability is a concern, GP is always exploring

renewable energy solution. As of 2014, a total of 656 base

station sites are running on solar power. The Company has an

The ICT industry has an increasingly important role in working towards the prevention of

global warming due to the emission of hazardous greenhouse gases. Towards 2020, the

telecom industry will experience continued growth both in energy usage and CO2 footprint

as more people worldwide enter the digital age and more customers demand increased

mobile broadband services. Energy use in GPs network operations represent around 81% of

our total energy consumption and is the main source for our CO2 emissions.

Grameenphone (GP) continually strives to reduce the environment and climate impact of its

operations and services and inspires employees and all its stakeholders to act responsibly.

This is why the Climate Change Program was initiated by GP in 2008, with the objective of

minimizing the negative environmental impact on the community. At the same time, GP

adopted EMS (Environmental Management Systems) approach that laid out the policy

framework to look for sustainable operations.

As a part of continuous efforts, GP has taken a number of initiatives like introduction of green

base stations, swapping of air conditioners with DC ventilation fans, and modernization of

entire network which helped reduce carbon footprint significantly over the years. Built in

2010, as part of awareness and adoption, the corporate headquarter, GPHouse, has also

become a magnificent model of true green architecture in the country. Mobicash and Billpay

have been instrumental in reducing customers travel requirement and hence contributed to

minimizing carbon emission of the society. As a result of such sustainable operational

activities, GP has been both locally and globally recognized and rewarded on different

occasions; the latest one being the winner of the prestigious GSMA Green Mobile Award 2014.

Climate Change-Promoting Green for a Sustainable Lifestyle

CSR (Ad

aptatio

n)

AdvocacyGre

en Com

pany

Gree

n Bu

sines

s

EXTE

RNAL Corporate

ClimateInitiatives

CO2 Reduction

Employee

Awareness

INTERN

AL

GOALS Reduce 30% CO2 intensity by 2017 Green company

MEASURES Internal optimization and modernization in network, IT and offices Aggressive rollout of solar sites E-waste management Employee awareness

MANAGEMENTCONTROLS Environment Management System (EMS) Green champions Business reviews

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Climate Change-Promoting Green for a Sustainable Lifestyle20

Networks Transport Office

13%6%

81%

Use of Energy

Energy SourceDistribution for Networks

93%

7%

National Grid Solar

RayhanHighlight

ambition of rolling out this solution more aggressively in the

coming years. Around 40% of network expansion of 2015 has

been designed with solar power. These solar powered base

station sites will be saving around 4 Million liters of fossil fuel

and more than 10 thousand tons of CO2 emission annually.

Modernization of transmission network and core site consolidation In the context of network modernization, in the year 2014, GP

has swapped its IP transmission backbone network. These

modern equipments consume less than 15% energy

compared to previous ones which is saving 176 tons of CO2

emission annually. Moreover, as a part of continuous network

modernization and introduction of higher capacity switching

equipments with less footprints, GP has been consolidating

its switch locations and hence, in 2014, three more core

locations were vacated. The result was a savings of 650

MWhr electricity and 10,500 Liters fuel which is saving 420

tons of CO2 emission.

Introduction of bio-generatorIn continuation of introducing innovative power generation

solutions, GP in partnership with a local partner, has set up a

generator which runs on biogas produced from poultry litters.

This set up is supplying more than 1 KW of power for our base

station in parallel to supplying power to nearby few small

shops. Based on the success, similar solutions can be rolled

out to other suitable locations.

B. Environment Friendly Operation

Electronic waste management Being an environment friendly company, GP manages its

obsolete electronic wastes following the international policy

and fully complying with laws of the country. After recycling

the huge BTS and core cabinets in the previous years, GP is

now recycling its obsolete GSM and microwave antennas and

other electronic accessories engaging globally renowned

vendors. As part of this recycling process, all hardware except

the circuit boards will be recycled to recover the constituent

iron, aluminum, stainless steel, copper, and plastic for reuse.

The circuit boards will be drilled and exported to vendor

facility to recycle through electronic waste treatment. The

recycling work will be performed both in Bangladesh and

abroad according to ISO 14000, OSHAS 18000 and R2

Standards.

C. Awareness & Engagement

Click Green photography contestGP always encourages and promotes various employee

awareness and engagement programs to enable the

employees to make a difference. One such initiative is Click

Green a photography competition which is regularly being

arranged since 2009 for the employees of GP to create

environmental awareness. In 2014, for the first time, it was

open for all GP Facebook Page fans and GP Instagram

Account followers. The aim of this competition is to

encourage our fans and followers to think, reflect and act

towards the commitment of being environment friendly and

also to inspire and promote Green Lifestyle.

Cycling awareness for the GP employeesAnother major employee awareness session was arranged in

November 2014 to promote and inspire cycling for GP

employees. Cycling for a healthy life and greener

environment was the main focus of the event. Arranging cycle

fair, demonstration of safe cycle riding, safety tool

distribution etc. were some major activities of the session.

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Climate Change-Promoting Green for a Sustainable Lifestyle 21

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

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The Shareholders22

Telenor Mobile Communications AS (TMC)TMC, a company established under the laws of the Kingdom of Norway, seeks to develop and invest in telecommunication solutions through direct and indirect ownership of companies and to enter into national and international alliances relating to telecommunications. It is a subsidiary of Telenor Mobile Holdings AS and an affiliate of Telenor. Telenor ASA is the leading Telecommunications Company of Norway listed on the Oslo Stock Exchange. TMC owns 55.80% shares of Grameenphone Ltd.

Telenor's strong international expansion in recent years has been based on leading-edge expertise, acquired in the Norwegian and Nordic markets, which are among the most highly developed technology markets in the world. It has substantial international operations in mobile telephony, satellite operations and pay television services. In addition to Norway and Bangladesh, Telenor owns mobile telephony companies in Sweden, Denmark, Hungary, Serbia, Montenegro, Bulgaria, Thailand, Malaysia, Pakistan, India and Myanmar. Telenor has 186 million consolidated mobile subscriptions worldwide as of December 31, 2014.

Telenor uses the expertise it has gained at its home and international markets for the development of emerging markets like Bangladesh.

As part of the conversion of Grameenphone from a private limited to a public limited company, Telenor Mobile Communications AS transferred ten (10) shares each on May 31, 2007 to its three (3) affiliate organizations namely Nye Telenor Mobile Communications II AS, Norway; Telenor Asia Pte. Ltd., Singapore; and Nye Telenor Mobile Communications III AS, Norway.

Grameen Telecom (GTC)Grameen Telecom, which owns 34.20% of the shares of Grameenphone, is a not-for-profit company in Bangladesh established by Professor Muhammad Yunus, winner of the Nobel Peace Prize 2006.

The Shareholders

Telenor MobileCommunications AS

55.80%

GrameenTelecom

34.20%

OtherInstitutions

4.13%Foreign

3.06%

GeneralPublic

2.81%

The shareholding structure comprises of mainly two sponsor Shareholders namely Telenor Mobile Communications AS (55.80%) and Grameen Telecom (34.20%). The rest 10.00% shareholding includes General Public (2.81%), Foreign (3.06%) and Other Institutions (4.13%) as on 31 December 2014.

GTCs mandate is to provide easy access to GSM cellular services in rural Bangladesh and create new opportunities for income generation through self-employment by providing villagers, mostly the poor rural women, with access to modern information and communication-based technologies.

Grameen Telecom, with its field network, administers the Village Phone Program, through which Grameenphone provides its services to the fast growing rural customers. Grameen Telecom trains the operators and handles all service-related issues.

GTC has been acclaimed for the innovative Village Phone Program. GTC & its Chairman Nobel Peace prize laureate Professor Muhammad Yunus have received several awards which include: First ITU World information Society Award in 2005; Petersburg Prize for Use of the IT to improve Poor Peoples Lives in 2004; GSM Association Award for GSM in Community Service in 2000.

As part of the conversion of Grameenphone from a private limited to a public limited company, Grameen Telecom transferred one (1) share each on May 31, 2007 to Grameen Kalyan and Grameen Shakti.

Top Twenty Shareholders as on December 31, 2014

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The Shareholders 23

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Name of Shareholders PercentageNumber of OrdinaryShares Held

Telenor Mobile Communications AS

Grameen Telecom

Investment Corporation of Bangladesh

Grameen Bank Borrower's Investment Trust

SSBT A/C Wasatch Frontier Emerging Small Countries Fund

SSBT A/C Morgan Stanley Institutional Fund, Inc.- Frontier Emerging Markets Portfolio

A.K. Khan & Co. Limited

ICB Unit Fund

JPMCB NA for JPMCB LUX A/C Frankin Templeton Investment Funds

AB Investment Limited-Investors Discretionary Account

SSBT for SSB LUX A/C Morgan Stanley Asset Management

JPMCB NA for JPM LUX A/C Schroder International Selection Fund

SSBT for SS Lux A/C Goldman Sachs Funds - Goldman Sachs N-11 (R) Equity Portfolio

Bangladesh Fund

Mellon Bank N.A. A/C Acadien Frontier Markets Equity Fund

United Commercial Bank Ltd.

Grameen One: Scheme Two

SSBT A/C Parametric Emerging Markets Fund

JPMCB NA for JPMCC A/C Everest Capital Frontier Markets Fund L.P.

Rupali Bank Limited

TOTAL

753,407,724

461,766,409

14,084,800

11,037,221

7,738,600

3,895,672

3,800,746

3,412,269

2,966,600

2,874,000

2,410,728

1,966,800

1,766,800

1,605,000

1,514,600

1,501,100

1,500,000

1,496,400

1,292,200

1,283,800

1,281,321,469

Sl.No.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

55.80%

34.20%

1.04%

0.82%

0.57%

0.29%

0.28%

0.25%

0.22%

0.21%

0.18%

0.15%

0.13%

0.12%

0.11%

0.11%

0.11%

0.11%

0.10%

0.10%

94.89%

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Organisational Structure24

ORGANISATIONAL STRUCTURE

Boardof

Directors

Rajeev SethiChief Executive Officer

Hossain Sadat*Company Secretary

Quazi Mohammad ShahedChief Human Resources Officer

Erlend PrestgardHead of Strategy

Medhat El HusseinyChief Technology Officer

Allan BonkeChief Marketing Officer

Mahmud HossainChief Corporate Affairs Officer

Marcus AdaktussonDirector-Communications

Dilip PalChief Financial Officer

*He also acts as Director and Head of Regulatory Affairs of the Company reporting to Chief Corporate Affairs Officer.Organisational structure as of February 2015

DIRECTORS PROFILE

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Directors Profile 25

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Mr. Sigve Brekke was appointed to the Board on September 1, 2008 and is also the Chairman of Grameenphone Board. Mr. Brekke has held a number of positions in the Telenor Group. He joined Telenor Asia Pte. Ltd. in 1999 as Manager of Business Development and later became the Managing Director. He served as the Co-Chief Executive Officer (Co-CEO) of Total Access Communication PLC (dtac) from 2002 to 2005, was the sole CEO and Director from 2006 to 2008 and was elected as the Vice Chairman of dtac Board in 2008. He has been made responsible to serve as interim CEO at dtac from September 2014. He also served as Director and CEO of United Communication Industry PLC from 2005 to 2008. In July 2008, he was appointed as Director and Executive Vice President of Telenor Group, Head of Asia Region, Telenor. In 2009, Mr. Brekke was elected as Director of Unitech Wireless Ltd. (Uninor) and the Chairman of DiGi.Com Berhad Board. He was appointed Managing Director of Uninor in July 2010. Prior to joining Telenor, Mr. Brekke served as the Deputy Minister (State Secretary) of Defence in Norway in 1993 and was also an associate research fellow at the John F. Kennedy School of Government, Harvard University. Mr. Brekke obtained Masters degree in Public Administration from John F. Kennedy School of Government, Harvard University.

Sigve Brekke

Mr. Tore Johnsen was appointed to the Board on December 10, 2013. Mr. Tore

Johnsen has a long career in Telenor since 1974. He is now Senior Vice President

at Telenor Group, Asia Region responsible for Performance Management of the

Asian companies where Telenor is a shareholder. He has been CEO of 4 Asian

companies - Grameenphone Ltd. from 2011 to 2013, Total Access Communication

PLC (dtac), Thailand from 2008 to 2011, Telenor Pakistan from 2004 to 2008

and DiGi.Com Berhad, Malaysia from 2001 to 2004. Since joining Telenor Group

in 1974, he has held a number of managerial positions and international

assignments. He holds a Master of Science in addition to studies in International

Business Management.

Tore Johnsen

M Shah

jahan

Mr. M Shahjahan was appointed to the Board on June 26, 2006 and is also

Chairman of the Companys Treasury Committee. He acted as the Managing

Director of Grameen Bank from August 14, 2011 to October 30, 2014. Now, he is on

leave prior to retirement. Earlier, he served as the Deputy Managing Director, the

General Manager and Head of the Accounts, Finance, Planning, Monitoring and

Evaluation Division, the Chief of the Audit Department, and the Zonal Manager of

Grameen Bank. Mr. Shahjahan is a member of the Board of Directors of several

companies that work in the fields of health, education, agriculture, welfare,

renewable energy and telecommunications. He obtained a Bachelor of

Commerce (Honours) degree in Accounting from the University of Dhaka in 1976,

as well as a Masters degree in Accounting in 1977 and a Masters degree in

Finance in 1981. He was awarded ICAB Medal (Silver) for passing the C.A.

Intermediate examination at the earliest eligible chance in 1981.

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Directors Profile26

Mr. Md. Ashraful Hassan was appointed to the Board on January 20, 2010. He currently serves as Managing Director of Grameen Telecom and is engaged in promoting and providing easy access to GSM cellular services in rural Bangladesh. He also serves as Managing Director of Grameen Distribution Ltd., Grameen Knitwear Ltd. and Grameen Fabrics & Fashions Ltd. He has a profound knowledge in sales channels and product sourcing. He keeps his own signature tune in Grameen Distribution with a broad experience in the concept of business development and supply chain management. He gained extensive and diversified knowledge in various industrial sectors especially in the field of textile focusing on resource efficient and energy saving production having wide exposures in the industrial management, export market, labor management and so on. Mr. Ashraf also acquired a wide range of experience for different kinds of project development and industrial setup. He has an extensive knowledge in the field of construction engineering. He started his career in Grameen Bank in 1984. During his 16 years of tenure with the Bank, he held various key positions including the Chief of Engineering section. He extended notable contribution to the infrastructural development of Grameen Bank. He serves as a member of the Board of Directors of several enterprises that play commendable role in the fields of renewable energy, health care, food & nutrition, information and communication technology, employment generation and so forth. He holds Bachelor of Science in Engineering from Khulna University of Engineering and Technology, Bangladesh.Md

. Ashra

ful Has

san

Hans Martin Hoegh Henrichsen

Mr. Hans Martin Hoegh Henrichsen was appointed to the Board on January 22,

2014 and is Chairman of the Companys Human Resources Committee, and

Health, Safety, Security & Environment Committee. He is Senior Vice President in

Telenor Asia and serves as Chief Representative Officer for Bangladesh. Mr.

Henrichsen has professional experiences in the financing and

telecommunications industries. He joined Telenor in 2000 and has since then

held several senior positions in the Company. During the past 14 years, Mr.

Henrichsen has worked with project financing and mobile acquisition projects in

markets new to Telenor, most recently with Telenors expansion into Myanmar. He

is a Master of Science (MSc) in Economics and Business Administration from the

Norwegian School of Economics.

Mr. Hakon Bruaset Kjol was appointed to the Board on September 14, 2011. He is Senior Vice President and Head of Corporate Affairs of Asia Region, Telenor Group. Mr. Kjol joined the Telenor Group in 1995, beginning his career in the domestic mobile operations in Norway. Since then, he contributed to the Groups growing international presence through his strategic involvement in Telenors international mobile activities where he played significant roles in operational development and merger and acquisition activities both in Europe and Asia. For the last 15 years, Mr. Kjol has been based in Asia where he continues to assume a key role in the development of the Group strategy for Asia and managing the Asia business environment to include the areas of public affairs, regulatory management, government relations, strategic communications and corporate responsibility. He has been a key member of several management committees and is currently the Director of Total Access Communication PLC (dtac), Thailand; Telenor Asia Pte Ltd., Singapore; Digi.Com Berhad, Malaysia, Telenor Pakistan Ltd., Pakistan and Telenor Myanmar Ltd., Myanmar. Mr. Kjol is a former student of the Norwegian School of Management majoring in Marketing and Communications.H

akon Br

uaset K

jol

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Directors Profile 27

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Parveen Mahmud

Ms. Parveen Mahmud FCA was appointed to the Board on October 17, 2012. She is the Managing Director of Grameen Telecom Trust, and a fellow member of the Institute of Chartered Accountants of Bangladesh (ICAB). In her diversified professional career, Ms. Mahmud worked for a substantial amount of time with national and international development agencies and was a practicing chartered accountant. Ms. Mahmud started her career with BRAC, and was the Deputy Managing Director of Palli Karma-Sahayak Foundation (PKSF). She was a partner of ACNABIN, Chartered Accountants. She was the first female President of ICAB for the year 2011 and also the first female Board member in the South Asian Federation of Accountants (SAFA), the apex accounting professional body of the SAARC. She was the member of National Advisory Panel for SME Development of Bangladesh and founding Board member of SME Foundation and Convener, SME Womens Forum. Ms. Mahmud serves in various Boards including the Chairperson of Shasha Denims Ltd., and was the Chairperson of Acid Survivors Foundation. She was awarded Begum Rokeya Shining Personality Award 2006 for womens empowerment by the Narikantha Foundation, Bangladesh.

Dr. Jamaluddin Ahmed FCA

Dr. Jamaluddin Ahmed FCA was appointed to the Board on March 19, 2010 as an Independent Director and is also Chairman of the Board Audit Committee (since 2012). He is the Chairman of Emerging Credit Rating Company Limited which is affiliated with the Malaysian Rating Corporation (MRC). Dr. Jamal was the President (2010) of the Institute of Chartered Accountants of Bangladesh (ICAB). He is the elected General Secretary (2015-16) of the countrys independent think tank-Bangladesh Economic Association. He is engaged in assignments in Financial, Banking and Energy Sector industries. He worked as country specialist in Migrant Remittance Management. He was involved in DFID funded Cheque Automation, Automated Clearing System, mobile banking and in the development of National Payment System in Bangladesh. He was involved with Bangladesh Energy Regulatory Commission for introducing Uniform Energy Accounting in Bangladesh. Over his professional career, Dr. Jamal has written copious publications and conducted numerous research papers on various aspects. In addition to his earlier publications, his paper on Watching the Watchdogs-the Political Economy of Public Accounting Oversight; Economic Rationale for the Separation of Conventional and Merchant Banking and The Political Economy of the Size of the Government was published in 2014. He holds Masters degree in Accounting from the University of Dhaka, PhD from the Cardiff Business School, under the University of Wales, United Kingdom, and is also a fellow of ICAB.

Mr. Pal Wien Espen was appointed to the Board on April 24, 2013. In 1995, he joined Telenor Legal Department and in 1998, he became Deputy Group General Counsel, and in 2000 he was appointed Group General Counsel and Executive Vice President in Telenor. After obtaining his law degree, he joined Bugge, Arentz-Hansen & Rasmussen, one of the major law firms in Norway in 1992, focusing on M&A and financing. After that he served as a judge at Nedre Ringerike Court, Norway during 1994-95 before joining Telenor. Mr. Espen obtained his Law degree from University of Oslo, Norway and Social Science degree from District University of Lillehammer, Norway.Pal

Wien Es

pen

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Directors Profile28

Name of Director Directorship Member of Board committees

Unitech Wireless Ltd.(Uninor), IndiaDiGi.Com Berhad, MalaysiaTotal Access Communication PLC (dtac), Thailand

Grameen TelecomGrameen ShaktiGrameen UddogGrameen FundGrameen Krishi FoundationGrameen KalyanGrameen Fabrics & Fashions Ltd.Grameen Credit Agricole Microfinance FoundationGrameen Employment Services Limited (GES)Grameen Knitwear Ltd.Grameen ShikkhaGrameen CommunicationsGrameen Shakti Samajik Byabosa Ltd.Member of Board of TrusteesNobel Laureate TrustGrameen TrustGrameen Telecom TrustGrameen Healthcare Trust

Total access Communication PLC (dtac), ThailandTelenor Pakistan Ltd., PakistanTelenor Myanmar Ltd., MyanmarDiGi.Com Berhad, MalaysiaDiGi Telecommunications Sdn. Bhd., Malaysia

DiGi.Com Berhad, Malaysia Remuneration Committee

dtac, Thailand Remuneration Committee Nomination Committee Governance CommitteeTelenor Myanmar Ltd., Myanmar Audit CommitteeDiGi.Com Berhad, Malaysia Audit CommitteeDiGi TelecommunicationsSdn. Bhd., Malaysia Audit Committee

None

Mr. Sigve Brekke

Mr. M Shahjahan

Mr. Tore Johnsen

Mr. Md. Ashraful Hassan

Sl.No.

1

2

3

Grameen ShaktiGrameen KalyanGrameen Solutions Ltd.Grameen Veolia Water Ltd.Grameen Danone Foods Ltd.Grameen Health Care Services Ltd.Grameen Employment Services Ltd.Grameen Shakti Samajik Byabosa Ltd.Member of Board of TrusteesGrameen Telecom Trust

None4

Companies (other than Grameenphone Ltd.) in which GP Directors hold directorship andcommittee memberships:

Rokia A

fzal Rah

man

Ms. Rokia Afzal Rahman was appointed to the Board on December 6, 2012 as an Independent Director. A leading woman entrepreneur and a former Adviser to the Caretaker Government of Bangladesh, Ms. Rahman started her agro-based company in 1980 and further diversified her business into insurance, media, financial institution and real estate. She is currently the Vice President of International Chamber of Commerce-ICC Bangladesh and Trustee Board Member of Transparency International BangladeshTIB. Ms. Rahman is founder President of Bangladesh Federation of Women EntrepreneursBFWE and former President of Metropolitan Chamber of Commerce and Industries-MCCI, Dhaka. Her commitment to development brought her to the Boards of a number of development organizations. She is also Chair and Managing Director of R. R. Group of Companies; Chair and Managing Director of Arlinks Group of Companies. Ms. Rahman did her Post Graduate Diploma in Banking from Pakistan.

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Directors Profile 29

Overview

BusinessPerform

anceAdditional

Information

Financial AnalysisSustainability

Governance

Name of Director Directorship Member of Board committees

DiGi.Com Berhad, MalaysiaDiGi Telecommunications Sdn. Bhd., MalaysiaTelenor Pakistan Ltd., PakistanTelenor Asia Pte Ltd., SingaporeTelenor South Asia Investment Pte. Ltd., SingaporeTelenor South East Asia Investment Pte. Ltd., SingaporeTelenor GO Pte. Ltd, SingaporeTotal Access Communication PLC, ThailandTelenor Myanmar Ltd., Myanmar

DiGi.Com Berhad, Malaysia Nomination Committee and Remuneration Committee

Mr. Hakon Bruaset Kjol

Sl.No.

6

Grameen Danone Foods Ltd.Grameen Krishi FoundationGrameen Fisheries and Livestock FoundationGrameen Capital Management Ltd.Grameen Health Care Services Ltd.Grameen Fabrics & Fashions Ltd.Grameen Distribution Ltd.Grameen TelecomGrameen Solutions Ltd.Linde Bangladesh Ltd.BRAC InternationalActionaid BangladeshUCEP-BangladeshManusher Jonno Foundation (MJF)MIDASSAP BangladeshCAMPEShasha Denims Ltd.

Linde Bangladesh Ltd. Finance and Audit Committee

BRAC and BRAC International Finance and Audit Committee

Actionaid Bangladesh Finance and Audit Committee

UCEP- Bangladesh Finance and Audit Committee

Ms. Parveen Mahmud7

Telenor Communication II AS, NorwayTelenor Kapitalforvaltning AS, NorwayTelenor Aeromobile AS, NorwayTelenor Myanmar Ltd., Myanmar

NoneMr. Pal Wien Espen8

Power Grid Company of Bangladesh Ltd.Essential Drugs Company LimitedMacksons Spinning Limited

Power Grid Company of Bangladesh Ltd. Audit CommitteeEssential Drugs Company Limited Audit Committee

Dr. JamaluddinAhmed FCA

9

R.R. Cold Storage Ltd.Imaan Cold Storage Ltd.R. R. Estates Ltd.Aris Holdings Ltd.Arlinks LimitedMediaworld Ltd. (owning company of The Daily Star)MIDAS Financing Ltd.Mediastar Ltd. (owning company of Prothom Alo)ABC RadioMIDAS Investment Ltd.BRACMarico Bangladesh LimitedManusher Jonno Foundation (MJF)Banchte Shekha, Jessore

Member of Board of TrusteesTransparency International Bangladesh (TIB)

NoneMs. Rokia Afzal Rahman10

Mr. Hans Martin HoeghHenrichsen

None None5

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Management Team30

MANAGEMENT TEAM

Rajeev SethiChief Executive Officer

Quazi Mohammad ShahedChief Human Resources Officer

Erlend PrestgardHead of Strategy

Mahmud HossainChief Corporate Affairs Officer

01

02

03

04

01 04

02 03

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Management Team 31

05

06

07

08

Medhat El HusseinyChief Technology Officer

Marcus AdaktussonDirector-Communications

Dilip PalChief Financial Officer

Allan BonkeChief Marketing Officer

05 08

06 07

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MANAGEMENT TEAM PROFILE

Mr. Rajeev Sethi was appointed as Chief Executive Officer (CEO) effective from December 1, 2014.

Before joining Grameenphone he was Chief Marketing Officer (CMO) of Uninor, Telenors wholly

owned subsidiary in India. Mr. Rajeev Sethi has served as CMO in Uninor for nearly two years. Prior

to that, Mr. Sethi spent more than 3 years as the head of Uninors Uttar Pradesh East circle. He has

significant ICT industry experience, including executive engagements in companies such as

Vodafone, HP, Hutchison Telecom and Asian Paints.Rajeev S

ethi

CEO

Mr. Dilip Pal was appointed as Chief Financial Officer (CFO), effective from September 01, 2014.

Coming with 22 years of experience across Financial Service, Engineering, FMCG and Telecom

sector, his last stint was at Vodafone India as Executive Vice President and National Business

Finance Operations head. He has also served in executive positions in leading Indian companies

like Tata Tinplate, Hindustan Coca-Cola Beverages (Coca-Cola India). Mr. Dilip is both a Chartered

Accountant and Cost Accountant by profession. He holds a Masters degree in Commerce from

Calcutta University.

Dilip PalCFO

Mr. Medhat El Husseiny was appointed as Chief Technology Officer (CTO) effective from October 2014. He brings over 20 years of experience from telecom sector, holding senior management roles in different multinational companies. Prior to joining Grameenphone, he held the position of CTO at Orascom Telecom Algeria (Djezzy), where he was also a member of Vimpelcom Group Leadership Team. His expertise encompasses a range of areas, such as operation management, corporate strategy, network development & operation and negotiations/contract management. He has also worked at Orascom Telecom Holding and Lucent Technologies in Egypt. Mr. Medhat is an Engineer by profession with a Masters in Telecommunication Engineering from Benha University, Egypt, along with MBA from Maastricht School of Management, Netherlands and Masters Certificate in Project Management from STEVENS Institute of Technology, USA.

Medhat

El Huss

einy

CTO

Mr. Allan Bonke was appointed as Chief Marketing Officer (CMO), effective from August 05, 2012.

Before joining Grameenphone, he was Executive Vice President in Uninor, India. While with Uninor,

he was responsible for Uttar Pradesh west (UP) circle operation. He joined Telenor in 2006 and

worked as Director, Business Sales in Telenor Denmark before joining Uninor. Before joining

Telenor, he held senior positions in different Danish ICT companies. He has a financial background

from the Danish banking sector. He holds a diploma education in business economics from

Copenhagen Business School-CBSI with strategy as line of specialization.

Allan BonkeCMO

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Governance

Mr. Quazi Mohammad Shahed was appointed as Chief Human Resources Officer (CHRO), effective from November 01, 2012. Before joining Grameenphone, he was employed by British American Tobacco (BAT) as Human Resources Lead, Global SAP, Template & Pilot Project in United Kingdom. After obtaining his Bachelors Degree in Mechanical Engineering from Bangladesh University of Engineering and Technology (BUET), he started his career in BAT Bangladesh. He subsequently earned Masters in Business Administration. During the early part of his career, he worked in different roles within operations and subsequently moved to HR as the Head of HR of BAT Bangladesh in December 2001. He later worked in Iran, Pakistan, Malaysia and UK in different HR leadership and global project roles. After joining Grameenphone, he undertook many initiatives in the people front, focusing on building leadership within Grameenphone and enhancing engagement within the organization, that resulted in the highest EES index growth within the Telenor group for two successive years in 2013 and 2014.

Quazi Mohammad ShahedCHRO

Mr. Mahmud Hossain was appointed as Chief Corporate Affairs Officer (CCAO), effective from March 08, 2010. He started his career in 1990 when he joined the technical team of the erstwhile Hutchison BD Telecom Ltd. He worked for Grameenphone, at his first spell with the Company, as Additional General Manager at Technology Operations during 2000-2001. In his credibly long career, he also worked for few other telecom operators before rejoining Grameenphone in August 2009. He obtained his B.Sc. in Electrical & Electronic Engineering from Bangladesh University of Engineering and Technology (BUET). He obtained his MBA from the Institute of Business Administration (IBA), Bangladesh. He also holds a Masters (Telecom) Degree from Concordia University, Canada.Mah

mud H

ossain

CCAO

Mr. Marcus Adaktusson was appointed Director-Communications, effective from February 2014.

Before joining Grameenphone, he was Director Communications in Telenor Sweden. Prior to his

positions in Grameenphone and Telenor, he worked as communications strategist and consultant

for leading Nordic PR agencies. He holds a Master of Science degree (MSc) in Economics and

Business Administration from Stockholm School of Economics.

Marcus Adaktusson

Director-Communications

Erlend P

restgar

d

Head of

Strate

gy

Mr. Erlend Prestgard was appointed as Head of Strategy, effective from September 01, 2013. Before

joining Grameenphone, he was Director in the strategy team of the Telenor ASA. Prior to Telenor

and Grameenphone, he worked as Chief Commercial Officer and Chief Financial Officer with

over-the-top service companies delivering music and TV streaming services. He also has

background from McKinsey & Company and UBS Investment Bank. He holds a Master of Science

degree in Economics and Business Administration from the Norwegian School of Economics and

Business Administration.

PROFILE of company secretary

Mr. Hossain Sadat was appointed as Company Secretary effective from July 01, 2010. In addition, he has also been appointed as Director and Head of Regulatory Affairs, effective from February 24, 2014. Prior to taking up the above roles in Grameenphone, he has also worked in Finance function for several years in the capacity of Head of Financial Reporting, Head of Budgeting & Accounting, and Financial Controller. Before joining Grameenphone in mid 2001, he worked in a number of multinational organizations including Shell Oil & Gas, Cairn Energy PLC and KPMG Bangladesh. During his service tenure, he has worked in the areas of corporate governance, financial management, stakeholder relations, regulatory management and public communications for around eighteen years. Mr. Sadat holds a Masters degree and is a Chartered Secretary by profession.

Hossain Sadat

Company Secretary

Rabeya GafurOnline Diploma StudentGrameenphone Community Information Center (CIC) visitor for 2 yearsI have been able to learn a lot and attain knowledge about various topics. The computers and internet at Grameenphone CIC has made it possible for me to attend exams online.

Corporate Governance in Gp

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Governance

Grameenphone (GP) believes that good corporate governance is the backbone of an upright business entity. Accordingly, GP emphasises on stronger diligence to business, all operations being transparent and invites larger involvement of the stakeholders. And aspiring on that, the Company has always strived to maintain the highest standards of corporate governance and business conduct so as to create and maintain value for Shareholders, safeguard stakeholders' interest and justify investor confidence. With this end in view, GP has been providing and maintaining innovative, user-friendly and best-value telecommunication services to create sustainable stakeholders' value. To attain these objectives, the Board of Directors of the Company is dedicated to ensuring highest standards of Corporate Governance to keep the Company's business integrity and performance on the right track. Being a responsible corporate entity, GP maintains adequate transparency and encourages sound business conduct both in its in-house practices and in its external relationship with the community as well as suppliers, customers and business partners. The Company, at the same time, expects acts of honesty and integrity from its Board of Directors, employees and suppliers.

As a Public Listed Company, GP Board of Directors plays a crucial role in upholding the interests of all its stakeholders. The Board of Directors and the Management Team are also dedicated to maintaining a well-established culture of accountability, transparency, easy-to-understand policies and procedures to ensure effective Corporate Governance at every level of its operations. The Board and the Management Team also put their best efforts to comply with all the laws of the country and all internal regulations, policies and procedures to make GP a thoroughly transparent Company. Moreover, recognizing the fact that compliance has been the corner stone of good governance, the Company meticulously undergoes through the process of statutory audit and compliance certification as required by laws of the land. As a result, GP has been able to maintain the highest level of integrity, transparency and accountability of global standards over the years.

Board Formation & Structure

a) Role of the BoardThe Directors of the Board are appointed by the Shareholders at the Annual General Meeting (AGM) and accountable to the Shareholders. The Board is responsible for ensuring that the business activities are soundly administered and effectively controlled. The Directors keep themselves informed about the Company's financial position and ensure that its activities, accounts and asset management are subject to adequate monitoring and control. The Board also ensures that GP Policies & Procedures and Codes of Conduct are understood, implemented and maintained at all levels and the Company adheres to generally accepted principles for good governance and effective control of Company activities.

In addition to other regulatory guidelines, the Board has also adopted the Rules of Procedure for the Board of Directors for ensuring better governance in the work and administration of the Board. The Board is also guided by a Delegation of Authority which spells out the practices and processes in discharging its responsibilities.

b) Board CompositionThe GP Board is comprised of ten (10) Directors, including the Chairman who is elected from amongst the members. In compliance with the conditions of Corporate Governance Guidelines issued by the Bangladesh Securities and Exchange Commission (BSEC), the Board has appointed two (2) Independent Directors. We believe that our Board has the optimum level of knowledge, composure and technical understanding about the Companys business which, combined with its diversity of culture and background, stands as the perfect platform to perform and deliver.

Chief Executive Offi

cer

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c) Board MeetingsThe Articles of Association (AoA) of the Company requires the Board to meet at least four times or more in a year when duly called in writing by a Board member. Dates for Board Meetings in a year are decided in advance and notice of each Board Meeting is served in writing well ahead of the meeting. Such notice contains detailed statement of business to be transacted at each meeting. The Board meets for both scheduled meetings and on other occasions to deal with urgent and important matters that require attention.

d) Delegation of Authority for the Chairman and Chief Executive Officer (CEO)The roles of the Chairman and Chief Executive Officer are separate and delineation of responsibilities is clearly established, set out in writing and agreed by the Board to ensure transparency and better corporate governance. To that end, GP has also adopted Rules of Procedure for Chief Executive Officer. The CEO is the authoritative head for day-to-day management in the Company. He acts to reasonably ensure that GP operates business as per the Articles of Association, decisions made by the Board and Shareholders, as well as according to GP Policies and Procedures and applicable regulatory laws and legislations.

e) Access to InformationThe Board recognizes that the decision-making process is highly dependent on the quality of information furnished. In furtherance to this, every Director has access to all information within the Company. Throughout their tenure in office, the Directors are continually updated on the Companys business and the regulatory and industry specific environments in which it operates. These updates are given by way of written briefings and meetings with senior executives and, where appropriate, external sources.

Board CommitteesFor better, quicker and furnished flow of information and thereby exercising effective governance, the Board has also constituted a number of Committees and has delegated certain responsibilities to the Committees to assist the Board in the discharge of its responsibilities. The role of Board Committees is to review and appraise in the respective areas and then to advise and make recommendations to the Board. Each Committee operates in accordance with the Charter/Terms of Reference (ToR) approved by the Board. The Board reviews the ToR of the committees from time to time. The Board appoints the members and Chairman of each committee. A brief description of each Committee is presented below:

a) Audit CommitteeThe GP Audit Committee was established in late 2008 as a sub-committee of the Board and has jurisdiction all over the Company. The Audit Committee is comprised of three (3) members of the Board. The Chairman of the committee is an Independent Director. The Chief Executive Officer, the Chief Financial Officer, the Company Secretary and the Head of Internal Audit are permanent invitees to the Audit Committee meetings.

The Audit Committee assists the Board in discharging its supervisory responsibilities with respect to internal control, financial reporting, risk management, auditing matters and GPs processes of monitoring compliance with applicable legal & regulatory requirements and the Code of Conduct. The Audit Committee Charter, as approved by the Board, defines the purpose, authority, composition, meetings, duties and responsibilities of the Audit Committee.

Boardof Directors

TreasuryCommittee

Health, Safety,Security & Environment

Committee

AuditCommittee

Human ResourcesCommittee

The Audit Committee met five (5) times during the year 2014 and attendance of the Committee members in the meetings was as follows:

b) Treasury CommitteeThis Committee consists of three (3) members who are appointed by the GP Board. All significant financial matters which concern the Board are discussed in this committee meeting in detail. Upon endorsement of the Treasury Committee, such issues are forwarded to the Board for their final review and approval.

The Treasury Committee met four (4) times during the year 2014 and attendance of the Committee members in the meetings was as follows:

c) Human Resources CommitteeThis Committee consists of three (3) members who are appointed by the GP Board. The Committee supports the Board in discharging its supervisory responsibilities with respect to Companys Human Resources policy, including employee performance, motivation, retention, succession matters, rewards and Code of Conduct.

The Human Resources Committee met one (1) time during the year 2014 and attendance of the Committee members in the meeting was as follows:

d) Health, Safety, Security and Environment CommitteeThis Committee consists of three (3) members who are appointed by the GP Board. The Committee meets whenever necessary and supports the Board in fulfilling its legal and other obligations with respect to Health, Safety, Security and Environment (HSSE) issues. The Committee also assists the Board in obtaining assurance that appropriate systems are in place to mitigate HSSE risks in relation to the general environment, company, employees, vendors, etc.

The HSSE Committee met one (1) time during the year 2014 and attendance of the Committee members in the meeting was as follows:

Company SecretaryTo ensure effective assimilation and timely flow of information required by the Board and to maintain necessary liaison with internal organs as well as external agencies, the Board has appointed a Company Secretary. The Corporate Governance Guidelines issued by the Bangladesh Securities and Exchange Commission (BSEC) also require a listed company to appoint

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NameDr. Jamaluddin Ahmed FCA

Tore Johnsen

M Shahjahan

Attendance5/5

5/5

4/5

NameM Shahjahan

Pal Stette

Dilip Pal (Appointed on 01 September 2014)

Attendance4/4

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NameHans Martin Hoegh Henrichsen

M Shahjahan

Quazi Mohammad Shahed

Attendance1/1

1/1

1/1

NameHans Martin Hoegh Henrichsen

M Shahjahan

Quazi Mohammad Shahed

Attendance1/1

1/1

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Company Secretary. In pursuance of the same, the Board of Directors has appointed Company Secretary and defined his roles & responsibilities. In GP, among other functions, the Company Secretary: Performs as the bridge between the Board, Management and Shareholders on strategic and statutory decisions and directions. Acts as a quality assurance agent in all information streams towards the Shareholders/Board. Is responsible for ensuring that appropriate Board procedures are followed and advises the Board on Corporate Governance matters. Acts as the Disclosure Officer of the Company and monitors the compliance of the acts, rules, regulations, notifications, guidelines, orders/directives, etc. issued by BSEC or Stock Exchange(s) applicable to the conduct of the business activities of the Company so as to protect the interests of the investors and other stakeholders.

Management Team (MT)The Management Team is the Executive Committee of GP. Headed by the CEO, the Management Team is responsible for managing and running the affairs of the Company. All other key Managers across the Company are members of the Management Team. The Management Team works to achieve the strategic goals & mission of the Company set by the Board of Directors. In discharging its assigned responsibilities, the Management Te