SHARE HOLDERS CHARTER
Dcnl shareholders depend on the Board for strategic guidance and oversight of the Company. The Board recognises its responsibility to act honestly, fairly, and diligently, in accordance with the law, in serving the interests of DCNL shareholders with shareholders being the focus of DCNL strategy. DCNL objective is to increase the value of shareholder investment through strong, steady growth in earnings and dividends over the long term. Dcnl responsibility towards its shareholders, formalised in the Shareholders’ Charter, is based on three commitments:

1. A company that has consideration and respect for all its shareholders
• equality of all shareholders: 1 share = 1 vote (no double-voting rights);
• restriction of resolutions proposed at Shareholders’ Meetings to genuine corporate requirements; and
• Clear and effective communication between the Board of Directors and Management.

2. A company that remunerates and increases investment value over the long term for its shareholders
• steady long-term growth in earnings; and
• strong dividend-pay-out policy.

3. A company that listens to and informs shareholders
• Frequent meetings with shareholders.
• Regular publication of information about the Company.
• Transparency and clarity of financial information published.
• Consistent and uniform accounting methods; and
• Information sent to all shareholders before meetings.

Principles
The following principles underpin the approach of Dcnl and the Board in serving the interests of shareholders:
Create value for Dcnl shareholders:
• Dcnl aims to deliver superior long-term total shareholder return; and
• Dcnl seeks to balance short and long-term objectives, and is focused on responding to the social and environmental issues inherent in our business decisions and operations to provide sustainable returns.

Deliver good corporate governance:
• Corporate governance is an important focus for the Board. Good corporate governance meets ethical and stewardship responsibilities, and Dcnl also believes it provides a strong commercial advantage.
• Metrofile seeks to be a leading organisation in the field of corporate governance by:

a. Taking an active and lead role in the corporate governance arena.
b. Embracing governance principles, it considers to be best practice; and
c. Where possible, adopting governance initiatives early, by complying before a published law or other requirement takes effect;

• In reviewing and implementing the governance structure within Dcnl, the Board’s approach is to adopt systems and procedures that make sense from a practical perspective and add value – the focus is on substance rather than a “tick the box” approach

Maintain clear and open communication with shareholders and ensure continuous disclosure to the market:
• To make informed decisions about Dcnl, and to communicate their views to the Company, shareholders need an understanding of the Company’s business operations and performance.
• Dcnl encourages shareholders to take an active interest in the Company. We seek to provide shareholders with quality information in a timely fashion through DCNL reporting of results, the Company’s Integrated Report, announcements, and briefings to the market.
• Dcnl promotes electronic communications with its shareholders as we believe that communicating electronically provides a more timely, efficient, cost effective and environmentally conscious method for shareholders to access information.
• Dcnl strives for transparency in all its business practices. We recognise the impact of quality disclosure on the trust and confidence of the shareholder, the wider investor market and the community.

Make constructive use of shareholder meetings/presentations
• Dcnl facilitates shareholder involvement in general meetings of the Company
• Dcnl, where practicable, uses webcast technology to make it possible for shareholders to view meetings and presentations over the internet.
• Prior to the Annual General Meeting, Metrofile encourages shareholders to submit any questions they may have for the Chairman or Chief Executive Officer to enable key issues to be addressed.
• The external auditor is present at Annual General Meetings and available to answer shareholder questions. The auditor can respond on any business item that concerns them in their capacity as auditor.
• If shareholders are unable to attend a meeting they can and are encouraged to submit their proxies via post or electronically