s EY Building a better ‘working world INTER OFFICE MEMO - |OM From: ERNST & YOUNG MIDDLE EAST (ABU —_ To: Ernst & Young LLP. DHABI BRANCH), 6th Floor, UB City, Canberra Block, 24, 27th floor, Nation Tower 2, Corniche Street, Vital Mallya Road, 560001, Bengaluru, P.O. Box 136, Abu Karnataka, India Dhabi, UAE With respect to the professional personnel that Ernst & Young LLP, India ("EY-IN” or “EY India” or "you") has been requested to provide to ERNST & YOUNG MIDDLE EAST (ABU DHABI BRANCH) ("EY MENA” or "we" or “us"), we would like to confirm the following items. 1, Scope of Services The scope of services of the personnel of EY India will be: Services & Deliverables * Your services are covered by our engagement agreement with EDGE Group PJSC (“EDGE” and will be performed under the supervision, control and direction of our personnel. * The scope of your services and related deployments will be to work jointly with EY MENA personnel for the Global Business Services (GBS) and Automation track of the engagement for EDGE Group PUSC ("EDGE"). This includes providing consultancy services related to the following streams Workstream | Sub-stream Key activities ops R2R (Finance), H2R | * Process understanding and validation of GBS (HR),S2P penetration for all processes under the mentioned sub- (Procurement) streams ‘+ Data collection of efforts (as per BPH), cost (salary data), baseline SLA data ‘+ Preparation of GBS service catalogue for all identified processes + Preparation of Service Delivery Management framework for GBS (SLAs, KPIs, Issue Monitoring & Escalation framework) ‘+ Creation of 2 GBS governance framework + Recommendations on GBS charge-back model - options with recommended approach will be provided to EDGE for selection ‘= Training requirements which are outside of the scope of the SAP training team including the following: Reporting and performance tracking for GBS, explanation of SLAs and their importance and how to identify areas of improvement within the GBS.—_ EY Building a better Page 2 ‘Transition Support as per GBS implementation plan Stabilization support for 1-month post GBS Go-Live Intelligent ‘Automation Functional domains “Acquire to Dispose, Record to report, Hire to retire, Source to Pay & Lead to Cash Process assessment and validation of intelligent automation potential for all the processes under scope Creation of Intelligent automation evaluation framework and data collection templates Data collection of efforts (as per BPH and volumetric Preparation of Intelligent automation plan and approach document Validation of potential intelligent automation solutions for identified processes Conducting workshop for EDGE stakeholders for the following: > Helping them understand the data collection approach and conducting walkthrough of data collection template © Deep-dive workshops to gather details around identified automation processes for creation of PDD Monitoring and tracking of intelligent automation opportunities identified against the target Development of PDDs for identified automation opportunities Project management Track the automation opportunity list (SAP and Intelligent automation) in the explore phase against the targets committed in the SoW Develop and track project plan for intelligent Automation implementation across all EY assigned domains Co-ordinate with internal teams to share regular updates on the progress of the project plan Co-ordinate with client stakeholders to collect/request information, schedule/conduct sessions and gather necessary approvals Key assumptions on scope and dependencies GBS a. Current efforts and team sizing for GBS are calculated based on erstwhile understanding of process coverage - S2P, R2R & H2R. Additional resources might be required during the course of the project owing to increase in scope to cover all process areas to cover additional Functions/ process areas Process discussions with entities to be led by the BC/ SI teams. GBS team to align with BC/ SI teams on GBS potential across the process areas. Process level documentation (process maps/ SOPs) to be prepared by BC/ SI teams. Alignment on overall To-Be processes with entities, where required, will be led by the BC teamsEY Building a better Page 3 working wert e. Alignment with entities on GBS deliverables is considered to be taken up by EDGE and is not factored in the GBS efforts f. People related components (including effort data analysis to determine people split, organization structure design, job descriptions, skill assessment) will be taken up by EY PAS Team and is not in scope for the GBS team. 9. Any changes in program implementation plan (considering GBS Go-Live) may undergo revision of efforts. The current efforts are factored based on March 2022 GBS GoLive. h. 1 GBS Go-Live has been considered for March 2022 which will include Wave 1A and 18 entities and processes in scope for GBS - This would be a virtual GBS setup i. 2 GBS GorLive has been considered for June 2022 which will include Wave 2A entities and processes in scope for GBS - This would entail centralization of people and activities in physical GBS setup j. For upto Wave 2A GBS Go Live considered for June 2022, EY will support with the below transition and stabilization related activities including: i, Preparation and modification of Knowledge Transfer (KT) plan ji, Conduct New ways of working - Train the trainer sessions (basis training material prepared as part of Design phase) ili. Updates (as required) in GBS training material/ process documentation iv. Status reporting and governance of 1-1 KT sessions (Work-shadowing and Reverse work shadowing) v. Preparation of Issue log and action log templates vi, Reporting of system access (Test, Production environment) related issues vii. Reporting of change management activities status viii, PMO support for tracking and reporting of post Go-Live issues ix. Identification of additional training requirements EDGE GBS team to support with the below transition and stabilization related activities including: i. Conduct New ways of working - End user training sessions (basis, training material prepared as part of Design phase) ji, GBS Infra readiness (Role and accesses setup, shared folder/ drive setup, etc) ili, Resolution of access (Test, Production environment) related issues iv. Execution of change communication plan v. Co-ordination with program change management team for internal and external stakeholder change management (User departments, Vendors, Customers, Banks etc) vi. Governance meetings with Internal (GBS) and External (Entity) stakeholders vii, Resolution of post Go Live issues with GBS and Entity stakeholders (Process, KT related issues and queries) vii, Management of additional training requirements ix. Oversee SLA/ KPI tracking and reporting as per defined frequencies k. For Wave 2B GBS Go Live (considered for July 2022) and subsequent GBS Go Live for waves, EY will support with the below transition and stabilization related activities includin« i, Preparation and modification of Knowledge Transfer (KT) plan ji, Preparation of Issue log and action log templates ili, Reporting of KT progress status iv. Reporting of system access (Test, Production environment) related issues v. Reporting of change management activities status vi. PMO support for tracking and reporting of post Go-Live issuesEY Building a better working wort Page 4 vil, Identification of additional training requirements EDGE GBS team to support with the below transition and stabilization related activities including: i. Discussion with entities (on need basis) on people movement to GBS as initially agreed in Design phase ji, Conduct New ways of working - Train the trainer sessions (basis training material prepared as part of Design phase) iti, Conduct New ways of working - End user training sessions (basis training material prepared as part of Design phase) iv. Updates (as required) in GBS training material/ process documentation v. Status reporting and governance of 1-1 KT sessions (Work-shadowing and Reverse work shadowing) incl. identification of retraining requirements vi. GBS Infra readiness (Role and accesses setup, shared folder/ drive setup, etc) Resolution of access (Test, Production environment) related issues Execution of change communication plan ix. Co-ordination with program change management team for internal and external stakeholder change management (User departments, Vendors, Customers, Banks etc) Governance meetings with Internal (GBS) and External (Entity) stakeholders xi, Resolution of post Go Live issues with GBS and Entity stakeholders (Process, KT related issues and queries) xii, Management of additional training requirements xiii, Oversee SLA/ KPI tracking and reporting as per defined frequencies © Automation a. The applicability of automation potential across the process areas to be determined during the course of discussions and workshops in the Explore phase. Effort for assessment of process areas/automation opportunities is based on initial assessment conducted - Effort recalibration (additional resources) might be required during the course of the project to address (a) increase in process/domain scope (b) impact of significant changes in outcomes of initial assessment (if applicable) (c) increase in scope of activities in the SoW. b. Process discussions with entities to be led by the RO! team (for 3 functions - Plan to Produce, Demand to supply & Engineer to Manufacture). Automation stream to leverage all process level details (/4 level) from existing BPH documents. Creation of any new BPH documentation will be the responsibility of BC/SI teams. c. Overall estimation of efforts is based on the following assumptions, i, Allthe resources will be sourced from the same team ii, All the milestones will be completed within estimated timelines as stated in the Sow. 4. Effort estimation for total number of PDD document to be developed is based on the total no. of Stream 4 automations to be identified as a part of the exercise (as stated in the SoW). Any significant increase (> 10%) from the stated number would lead to recalibration of the required efforts e. Solution design development, Implementation, testing and hypercare support for identified intelligent automation opportunities will be SI's responsibility. EY India will only support in monitoring activity timelines against plan.EY Building a better Page 5 working wert f. PDD development exercise will be carried out one time with the template entity processes already gone live during the initiation of the exercise. All the variations across entities for these template processes will be provided by EDGE 4g. PDDs will be developed based on the automation opportunities signed-off as an output of discovery exercise. h. Output of Discovery exercise will be based on inputs provided by the EDGE team and EY’s global asset library on Automation hotspots (wherever applicable) co Allstreams a. Change management aspects will be taken up by the Change Management Team. GBS and intelligent Automation team will provide inputs to the team at specific stages of the project, for them to create content and operationalize. b. Process level trainings to be delivered by the BC/ SI teams 2. Project Management and Communications It is important to serve as a global team to support the engagement delivery requirements as they arise during the course of the engagement. Communications protocols shall be as follows: * Communication channels will remain open throughout the course of the engagement between EY MENA and EY India, and all queries should be addressed on a timely manner. * Communication with the client on the overall project is responsibility of the EY MENA 3. Engagement Duration: The expected duration of this arrangement is 23 months. 4, Fees and Out of Pocket Expenses : In return for your services, we will directly pay fees to you in the amount of USD 992,438, exclusive of out of pocket expenses and VAT (if applicable). A project-level funding of $2m has been approved by Global ($1m) and EMEIA (Sim). The approved investment funding will be distributed between Regions as per the guiding principles used to apportion the funding before project kick-off. The guiding principles were built on the premise of margin equalization between the Regions. This funding is separate to the fees directly credited by EY MENA to EY India. Details of how the investment funding will be allocated to the regions is being finalized with EMEIA and will be shared once finalized and approved. The stated fee which will be directly paid by EY MENA is based on the following total hour breakdown, as per Table 1 below.ss EY Building a better Page 6 working werta ‘Senior Manager 2744 105.41 289,245, GBS ‘Senior Consultant 4048 27.03 109,417 GBS ‘Senior Consultant 2024 27.03, 54,709 GBS Consultant 3872 24.32, 94,167 GBS ‘Consultant 2408 24.32 58,563 GBS Manager 3648 48.65 177,475 ‘Automation ‘Senior Consultant 3696 27.03, 99,903 ‘Automation ‘Senior Consultant 3520 27.03 95,146 ‘Automation ‘Consultant 568 24.32, 13,814 ‘Automation Out of pocket expenses will be billed by EY India to EY MENA as per EY MENA’s contract with EDGE. For each member of EY India's personnel required to travel to Abu Dhabi - UAE from. their home locations, EY India shall be entitled to reimbursement of maximum per-diem expenses of AED 700 per onsite day in addition to a return economy class airfare and visa costs, subject to (in relation to the airfare and visa ) the furnishing of suitable receipts to EY MENA. In case of any performance, quality or delay concerns, the EY MENA team will immediately escalate to Kamalanand Nithianandan from EY India for discussion and replacement, in a timely manner; noting that the cost and revenue implications of changing EY India team members due to the stated concerns would be mutually agreed between by EY India and EY MENA. Billing rates for resources will be adjusted during the year based on updates to AIM card rates and total billing and invoicing will be adjusted to that effect. Billing and Chargeability on EY MENA Billing protocols are as follows: + All invoices will be raised in USD, and will be paid in USD + All billing enquiries will be routed to EY MENA through Shoaib Qureshi/Kapil Raghuraman Billing details Client number: 12229146 Client name: ERNST & YOUNG MIDDLE EAST (ABU DHABI BRANCH) Engagement number: E-66215252 PACE ID: : 26097123 Engagement partner: Kapil Raghuraman Billing address: 27th floor, Nation Tower 2, Corniche Street, P.O. Box 136, Abu Dhabi, UAEss EY Building a better working worl Page 7 EY India invoices will be raised as per the agreed billing milestones outlined below: Wave 1A 01: Design [3.8 37,113 Wave 18 Oi: Design [3.8 37,713 Wave 1A (04: UAT 38 37,713 Wave 2A Oi: Design [3.8 37,713 Wave 1B 04: UAT Ey 37,713 Wave 1B 05:Deploy [3.8 37,713 Wave 2B Oi: Design [3.8 37,713 ‘Automation Discovery | 00: Discovery | 3.8 7,73 Wave 2A (04: UAT 38 37,713 Wave 2A 05:Deploy [3.8 a, 73 Wave 3A Oi: Design [3.8 37,713 Automation Sprint1 [O1:Design [3.8 37,713 Wave 2B (04: UAT Ey 37,713 ‘Automation Sprint 1 | 04: UAT 38 37,713 Wave 2B 05:Deploy [3.8 37,713 Automation Sprint2 [O1:Design [2.2 21,337 Wave 3B Oi: Design [22 21,337 Automation Sprint 3 [O1:Design [2.2 21,337 Wave 3A 04: UAT 22 21,337 ‘Automation Sprint2 | 04: UAT 22 21,337 Wave 3A 05: Deploy | 2.2 21,337 ‘Automation Sprint3__| 04: UAT 22 21,337 Automation Sprint 4 | O1:Design | 2.2 21,337 Wave 4 Oi: Design | 22 21,337 ‘Automation Sprint S | O1:Design _| 2.2 21,337 Wave 38 (04: UAT 22 21,337 ‘Automation Sprint 4 | 04: UAT 22 21,337 ‘Automation Sprint | 04: UAT 22 21,337 Wave 38 05:Deploy [2.2 21,337 Automation Sprint6 [O1:Design [2.2 21,337 ‘Automation Sprint 6 | 04: UAT 22 21,337 Wave 4 04: UAT 22 21,337 Wave 4 05:Deploy [2.2 21,337 Automation Sprint7 | O1:Design [2.2 21,337 ‘Automation Sprint 7 _[ 04: UAT 22 21,340 100.00% 992,438 Invoices will be settled on a back-to-back basis (after receiving payment from the Clients) unless otherwise specific settlement terms are agreed to the contrary. EY India will raise invoices to EY MENA for payment milestones only after the corresponding Milestone Completion Certificate is signed by EDGE. In case of adjustments or cancelations of the associated statement of work between EY MENA and EDGE, we can adjust or terminate our inter office memo. In the event of such adjustmentEY Building a better Page 8 working wert or termination, EY MENA shall pay EY India in full for all services rendered and expenses incurred by EY India prior to the date of termination or adjustment. In the event of any extensions to the originally envisaged schedule due to delays or dependencies (e.g. system implementation, client dependencies) or changes in scope, the above envisaged effort will be recalibrated/extended and associated commercials will be mutually agreed. 5. Taxes Taxes in In All charges in respect of Services supplied to EY MENA by EY India hereunder are exclusive of any VAT, GST, applicable federal, state, local and/or sales, service and other similar taxes in the relevant jurisdiction(s) (“VAT"), all of which EY MENA shall pay to EY INDIA upon receipt of a valid VAT invoice (or local equivalent). EY India shall promptly, upon becoming aware that VAT are required by law to be made from any of the fees payable, notify EY MENA. (Under Indian laws even the tax-exempt supplies become liable to 18% IGST plus applicable interest in case the invoice is not paid within 12 months; in which case, the same would be reimbursed by us.) Taxes in United Arab Emirates All fees shall be paid without set-off, counterclaim, or required withholding or deduction for, or on account of, income tax, save to the extent required by applicable law, in which case EY MENA shall pay the fees to EY India having made the required withholding or deduction and shall remit payment of such taxes directly to the relevant tax authority. United Arab Emirates VAT liability of EY India, if any applicable, shall be accounted for under the reverse charge accounting. EY MENA shall, if so required, provide to EY INDIA within such period as may be reasonable in the circumstances, evidence of such payments being made or having been made to the applicable tax authority. The failure to provide such evidence shall cause an additional amount to be invoiced to EY MENA such that EY MENA would bear the cost of taxes withheld. 6. Liability In respect of liability to ERNST & YOUNG MIDDLE EAST + EY MENA confirms that in the engagement letter with our client we have excluded your liability to direct claims by the Client according to the Engagement Agreements Global Policy (hereinafter: the “Global Policy") by including the mandatory "sole recourse” clause. + EY MENA confirms that we have satisfied all client and engagement acceptance and continuance requirements, including performing all conflict of interest and independence checks according to the respective policies and procedures.EY Building a better Page 9 working wert * EY MENA confirms that we have obtained pre-approval from the client's audit committee and the Global Client Service Partner, if such pre-approval requirement was deemed necessary in accordance with the Client and Engagement Acceptance Global Policy, the EYG Independence Policy, the US SEC Regulations and other relevant rules governing the relationship between Member Firms of the global EY organization and their clients. Acknowledgement We would greatly appreciate it if you could please indicate your acceptance of the above inter-office scope memorandum by signing and returning the enclosed copy of this document. Yours faithfully, We accept the above Terms & Conditions We accept the above Terms & Conditions For EY India For EY MENA wwe lag Kamalanand Nithianandan Kapil Raghuraman