Corporate Governance

Remuneration

There are no arrangements or agreements under which any Board member or any senior executive has waived any salaries or remuneration.

Remuneration Policy for Board Members, Committees, and Executive Management

1- Board Members’ Remuneration

The remuneration of the members of the Board of Directors in the Company consists of a specified amount, or an attendance allowance for meetings, or an expense allowance, or in-kind benefits, or a percentage of profits. And It is permissible to combine two or more of these benefits, provided that this does not exceed what is stipulated in the Companies Law and its regulations, in accordance with the schedule included in this policy and any subsequent amendments to that schedule. Such remuneration shall be approved in accordance with the applicable regulations.
Such remuneration may vary in amount in light of a policy issued by the Remuneration and Nomination Committee and approved by the General Assembly. The annual report of the Board of Directors to the General Assembly of shareholders must include a comprehensive statement of all remuneration, expense allowances, and other benefits received by the members of the Board during the financial year. It must also include a statement of what Board members received in their capacity as employees or executives, or in consideration for technical, administrative, or consultancy services (if any). It shall also include a statement of the number of Board meetings and the number of meetings attended by each member from the date of the last General Assembly meeting.

Statement of the details of the remuneration of Board members

Profit-related remuneration: If this option is approved, a specific percentage of net profits shall be determined based on a recommendation from the Remuneration and Nomination Committee in the event that the Company achieves profits after fulfilling the statutory conditions and requirements, taking into account the Implementing Regulations of the Companies Law.
The amount of the annual fixed remuneration for a Board member referred to above may be reviewed from time to time based on a recommendation from the Remuneration and Nomination Committee in light of performance-related variables, subject to obtaining the approval of the General Assembly of shareholders.

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Statement of the details of the remuneration of Board members
Attendance allowance per meeting	None
Additional allowance (travel and transportation) for those from outside Riyadh	None
Annual fixed remuneration for each Board member	250,000
Annual fixed remuneration for the Chairman of the Board	350,000

2- Board Members’ Remuneration

The Board of Directors shall determine and approve the membership remuneration, attendance allowances, and other entitlements based on a recommendation from the Remuneration and Nomination Committee. The membership remuneration for the committees formed by the Board of Directors shall consist of an annual fixed amount (and attendance allowances and other entitlements as specified in this policy and according to the following table:

3- Executive Management Rewards

The Rewards and Incentives Committee reviews the payroll of all employees and senior executives, as well as savings programs and plans continuously and approves them based on the recommendation of the executive management. Executive management rewards include the following:
Basic salary (paid at the end of each Gregorian month).
Allowances include, for example but not limited to, housing allowance, transportation
allowance, children’s education allowance, and phone allowance.
Medical insurance for the employee and their family.
Life insurance policy, including work injuries, partial and total disability, and death during employment.
Annual bonus linked to performance indicators according to the annual evaluation conducted for this purpose.
Short-term incentive plans linked to exceptional performance, and long-term incentive plans such as stock option programs (where available).

Other expenses and benefits:

The company bears the cost of travel tickets for board members and committee members residing outside Riyadh.
The company bears the cost of accommodation and travel tickets for all board members, committees, and executive management in the event of a meeting held outside Riyadh.
All travel tickets (round-trip) for board members and committees are of first class or business class, providing the best possible domestic transportation according to availability.

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Other expenses and benefits:
Single session attendance allowance	None
Annual fixed amount for a single member	150,000ر
Annual fixed allowance determined after evaluation by the Nominations and Rewards Committee for owners of specialized expertise from subcommittee members	50,000

General Standards for Compensation.

It is the responsibility of the Compensation and Nomination Committee to recommend to the Board the compensation for Board members, committee members, and senior executives in the company, in accordance with the approved standards, as follows:
The compensations shall be proportional to the company’s activities and the skills required to manage it.
Taking into account the link between the variable portion of compensation and long-term performance.
Ensuring that the company aligns compensations with its strategy and objectives, as well as with its size, nature, and level of risk.
Considering practices of other companies and prevailing labor market conditions in determining compensations, while avoiding any unjustified increases in rewards and benefits.
Determining compensations based on job level, assigned duties and responsibilities, academic qualifications, practical experience, skills, and performance level.
That the compensations be fair and proportional to the member’s specializations, tasks, and responsibilities undertaken by the members of the Board of Directors or committees, in addition to the specific objectives set by the Board of Directors intended to be achieved during the financial year.
Taking into account the sector in which the company operates, its size, and the experience of the Board members.
That the compensations be sufficient in a reasonable manner to attract Board members with appropriate competence and experience, motivate them, and retain them.
It is permissible for Board members’ compensations to vary in amount to reflect the member’s experience, specialization, assigned tasks, independence, and the number of sessions attended, as well as other considerations.
Payment or recovery of the compensation shall be suspended if it becomes apparent that it was determined based on inaccurate information provided by a member of the company’s Board or the Executive Management, or based on regulations and relevant financial market authority rules. This is to prevent exploitation of the position to obtain undeserved compensations.
In the case of developing a share grant program in the company for Board members, Executive Management, and their employees, whether by issuing new shares or shares already purchased by the company, this shall be under the supervision of the Compensation and Nomination Committee and in accordance with the Articles of Association.

The Relationship Between the Granted Remuneration and the Applicable Remuneration Policy

The granted remuneration is in line with the approved remuneration policies.
The principles and criteria related to the calculation and entitlement of remuneration have been taken into consideration

Statement of Board Members’ Remuneration:

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Statement of Board Members’ Remuneration:
Board Members	Fixed Remuneration
Board Members	Annual Remuneration	Specified Monetary Amount	Total Committee Meeting Attendance Allowance	Total General Assembly Attendance Allowance	Remuneration for Technical, Administrative, and Advisory Work	In-Kind Benefits	Total	Percentage of Profits	Periodic Remuneration	Short-Term Incentive Plans	Long-Term Incentive Plans	Granted Shares	Expenses	Total	End-of-Service Remuneration	Total Amount	Expense Allowance
Non-Executive – Non-Independent Member								Non-Executive – Non-Independent Member
Ahmed Shaher Al Tabbaa	350,000						350,000									350,000
Total	350,000						350,000									350,000
Non-Executive – Independent Member
Hisham Attar	250,000						250,000									250,000
Faisal Sulamin Aljamaan	250,000						250,000									250,000
Omar Mohammed Saib Aljaroudi	250,000						250,000									250,000
Total	750,000						750,000									750,000
Executive – Non-Independent Member
Mohamed Maher Alghannam	250,000						250,000									250,000
Total	250,000						250,000									250,000
Total Amount	1,350,000						1,350,000									1,350,000

Statement of Remuneration Paid to the Top Five Senior Executives:

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Statement of Remuneration Paid to the Top Five Senior Executives:
		Amount ()
Fixed Remuneration	Salaries	5,050,431.67
	Allowances	2,352,014.87
	In-Kind Benefits	-
Total		7,402,446.54
Variable Bonuses	Periodic Bonuses	4,004,425.00
	Profits	-
	Short-Term Incentive Plans	-
	Long-Term Incentive Plans	-
	Granted Shares	-
Total		4,004,425.00
End-of-Service Benefits		-
Total Executive Board-Related Bonuses, If Any		330,000.00
Grand Total		11,406.871.54

Details of any agreement or arrangement under which any Board member or senior executive has waived any remuneration due to them

Statement of Remuneration for Board Committees’ Members:

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Statement of Remuneration for Board Committees’ Members:
Member Name	Fixed Remuneration (Excluding Meeting Attendance)	Meeting Attendance Allowance	Total
Audit Committee Members
Faisal Sulamin Aljamaan	150,000	-	150,000
Omar Mohammed Saib Aljaroudi	150,000	-	150,000
Yinal Mowafaq Al-Soudi	150,000	-	150,000
Total	450,000	-	450,000
Nomination and Remuneration Committee Members
Omar Mohammed Saib Aljaroudi	150,000	-	150,000
Ahmed Shaher Al Tabbaa	150,000	-	150,000
Yinal Mowafaq Al-Soudi	150,000	-	150,000
Total	450,000	-	450,000
Executive Committee Members
Ahmed Shaher Al Tabbaa	150,000	-	150,000
Hisham Attar	150,000	-	150,000
Mohamed Maher Alghannam	150,000	-	150,000
Taghreed Al-Shannar*	100,000	-	100,000
Total	550,000		550,000

* Resigned on 13/07/2025